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Note 13 - Capital Stock
 6 Months Ended
Jun. 30, 2026
Notes to Financial Statements  
Equity [Text Block]

Note 13. Capital Stock

 

As of June 30, 2026 and December 31, 2025, our amended and restated certificate of incorporation authorized us to issue 600,000,000 shares of common stock, par value $0.0001 per share; and 1,000,000 shares of preferred stock, par value $0.0001 per share. As of June 30, 2026 and December 31, 2025, we had 12,778,307 and 10,849,974 shares of common stock issued and outstanding, respectively, and no shares of preferred stock issued or outstanding.

 

Our common stockholders are entitled to one vote per share and to notice of any stockholders’ meeting. Voting, dividend, and liquidation rights of the holders of our common stock are subject to the prior rights of holders of all classes of stock and are qualified by the rights, powers, preferences, and privileges of the holders of our preferred stock. No distributions shall be made with respect to our common stock until all declared dividends to our preferred stock have been paid or set aside for payment. Common stock is not redeemable at the option of the holder.

 

Common Stock Warrants

 

We have issued the following outstanding warrants to purchase shares of our common stock:

 

             

Number of Shares Issuable

 
             

June 30,

  

December 31,

 

Warrant Class

  

Exercise Price

  

Expiration

  

Classification

  

2026

  

2025

 

2023 Avenue Warrant(1)

  $4.6014  

June 2028

  

Liability

   150,000   150,000 

Tranche A Warrants(2)

  $22.00  

June 2026

  

Liability

   —   2,500,000 

Tranche B Warrants(3)

  $30.00  

June 2030

  

Equity

   2,500,000   2,500,000 

2024 Common Warrants(4)

  $4.82  

October 2029

  

Liability

   1,546,914   1,546,914 

Series A Warrants(5)

  $6.00  

January 2029

  

Liability

   1,114,000   — 

Series B Warrants(6)

  $6.00  

January 2031

  

Liability

   2,599,333   — 

Total shares

             7,910,247   6,696,914 
 

(1)

We issued the 2023 Avenue Warrant pursuant to a loan with Avenue (see Note 12). As of June 30, 2026 and December 31, 2025, the 2023 Avenue Warrant had not been exercised.

 

 

(2)

We issued the Tranche A Warrants in a June 2023 public equity offering. Each Tranche A Warrant was exercisable for one share of our common stock. The Tranche A Warrants expired unexercised on June 16, 2026.

 

 

(3)

We issued warrants in a June 2023 public equity offering (the “Tranche B Warrants”). Each Tranche B Warrant is exercisable for one share of our common stock. The Tranche B Warrants expire on the earlier of (i) 60 days following the date of our public announcement that an NDA for CNM-Au8 has been approved by the FDA, or (ii) June 16, 2030. As of June 30, 2026 and December 31, 2025, no Tranche B Warrants had been exercised.

 

 

(4)

We issued the 2024 Common Warrants in an October 2024 public equity offering. Each 2024 Common Warrant is exercisable for one share of our common stock. As of June 30, 2026 and December 31, 2025, no 2024 Common Warrants had been exercised.

 

 

(5)

We issued the Series A Warrants in a January 2026 public equity offering. Each Series A Warrant is exercisable for 1.2 shares of our common stock. The Series A Warrants expire three years from issuance unless, if on or after the first trading day immediately following the Series A Price Measurement Date, the closing price of our common stock is in-the-money, then we shall have the right, for a period of seven business days (such seventh day, the “Call Date”) following such trading date, to redeem or call for cancellation all or any portion of the Series A Warrants for which a notice of exercise has not yet been delivered for consideration equal to $0.01 per share (the “Redemption Price”). Any portion not exercised by 5:00 p.m. Eastern Time on the Call Date shall be automatically redeemed by us for the Redemption Price and shall thereafter be null and void. As of June 30, 2026, no Series A Warrants had been exercised.

 

 

(6)

We issued the Series B Warrants in a January 2026 public equity offering. Each Series B Warrant is exercisable for 2.8 shares of our common stock. The Series B Warrants expire five years from issuance unless, if on or after the first trading day immediately following the Series B Price Measurement Date, the closing price of our common stock is in-the-money, then we shall have the right, for a period of seven business days following such trading date, to redeem or call for cancellation all or any portion of the Series B Warrants for which a notice of exercise has not yet been delivered for the Redemption Price. Any portion not exercised by 5:00 p.m. Eastern Time on the Call Date shall be automatically redeemed by us for the Redemption Price and shall thereafter be null and void. As of June 30, 2026, no Series B Warrants had been exercised.

 

Public Offerings

 

In October 2024, pursuant to a placement agency agreement with Canaccord Genuity LLC (“Canaccord”), we sold 725,000 shares of our common stock and pre-funded warrants to purchase up to 17,626 shares of our common stock (the “2024 Pre-Funded Warrants”). The aggregate gross proceeds were approximately $3.5 million, excluding the proceeds, if any, from the exercise of the pre-funded warrants and before deducting placement agent fees and expenses and other expenses payable by us. We paid Canaccord a placement agent fee of 6.00% of the aggregate gross proceeds of the offering. The offering was made pursuant to our registration statement on Form S-3 (file number 333-264299), declared effective on April 26, 2022 (the “2022 S-3”), and a related prospectus supplement. Additionally, in separate, concurrent private placements, we also sold 379,930 shares of our common stock, 2024 Pre-Funded Warrants to purchase up to 424,358 shares of our common stock, and 2024 Common Warrants to purchase up to 1,546,914 shares of our common stock. The aggregate gross proceeds from the private placements was approximately $3.8 million, of which $1.3 million was contributed by certain of our directors, executive officers and their affiliated entities, and excludes the proceeds, if any, from the exercise of the 2024 Pre-Funded Warrants and 2024 Common Warrants. The 2024 Pre-Funded Warrants were exercisable immediately at a price of $0.001 per share and expired when exercised in full. The 2024 Common Warrants were exercisable immediately at a price of $4.82 per share and expire five years from issuance. The total fair value of the common stock, 2024 Pre-Funded Warrants, and 2024 Common Warrants sold in the offerings exceeded the offering proceeds by $2.1 million, therefore pursuant to ASC 815, we recognized this amount as a loss on the initial issuance of equity during the year ended December 31, 2024. The placement agent fees and offering expenses were allocated to the common stock, 2024 Pre-Funded Warrants, and 2024 Common Warrants sold in the offering based on their relative fair values, with the amount allocated to the liability-classified 2024 Common Warrants recorded as an expense and the amounts allocated to the common stock and 2024 Pre-Funded Warrants as a reduction to their initial carrying values.

 

In January 2026, pursuant to a placement agency agreement with BTIG, LLC (“BTIG”), we sold 928,333 shares of our common stock, Series A Warrants to purchase up to 1,114,000 shares of our common stock, and Series B Warrants to purchase up to 2,599,333 shares of our common stock. The aggregate gross proceeds were approximately $6.0 million, of which $0.3 million was contributed by certain of our directors and their affiliated entities, excluding the proceeds, if any, from the exercise of the Series A Warrants and Series B Warrants and before deducting placement agent fees and expenses and other expenses payable by us. We paid BTIG a placement agent fee of 6.00% of the aggregate gross proceeds of the offering. The offering was made pursuant to our registration statement on Form S-3 (file number 333-286058), declared effective on April 25, 2025 (the “2025 S-3”), and a related prospectus supplement. The total fair value of the common stock, Series A Warrants, and Series B Warrants sold in the offerings exceeded the offering proceeds by $4.6 million, therefore pursuant to ASC 815, we recognized this amount as a loss on the initial issuance of equity during the six months ended June 30, 2026. The placement agent fees and offering expenses were allocated to the common stock, Series A Warrants, and Series B Warrants sold in the offering based on their relative fair values, with the amounts allocated to the liability-classified Series A Warrants and Series B Warrants recorded as an expense and the amounts allocated to the common stock as a reduction to its initial carrying value.

 

In May 2026, pursuant to an underwriting agreement with Canaccord, we sold 1,000,000 shares of our common stock at an offering price of $7.00 per share. The aggregate gross proceeds were $7.0 million. We paid underwriting discounts and commissions of $0.5 million and other offering expenses of $0.1 million. The offering was made pursuant to our 2025 S-3 and a prospectus supplement related to the offering.

 

Common Stock Sales Agreement

 

In April 2022, we entered into an equity distribution agreement (the “2022 ATM Agreement”), which we amended in December 2022. In April 2025, we entered into an equity distribution agreement (the “2025 ATM Agreement,” and collectively with the 2022 ATM Agreement, the “ATM Agreements”). Canaccord acts as placement agent under the ATM Agreements and we may offer and sell shares of our common stock from time to time through Canaccord. The issuance and sale of common stock by us under the 2022 ATM Agreement was made pursuant to our 2022 S-3, which expired on April 26, 2025. The issuance and sale of common stock by us under the 2025 ATM Agreement was made pursuant to our 2025 S-3 and a related prospectus supplement.

 

Pursuant to the ATM Agreements, Canaccord is not required to sell any specific number or dollar amount of our common stock but will act as our placement agent to sell, on our behalf, all of the common stock requested by us to be sold, consistent with Canaccord’s normal trading and sales practices, on terms mutually agreed between Canaccord and us, for a fixed commission from each sale of common stock, if any. We did not effect any sales during the three and six months ended June 30, 2026. During the three and six months ended June 30, 2025, we sold 758,990 and 1,337,195 shares of our common stock, respectively, generated gross proceeds of $2.3 million and $5.1 million, respectively, and paid commissions of $35,000 and $0.1 million, respectively.