v3.26.1
Stockholders’ Equity
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Stockholders’ Equity

Note 6. Stockholders’ Equity

 

Common Stock

 

As of June 30, 2026 and December 31, 2025, the Company had 25,000,000 authorized shares of common stock, of which 12,759,146 and 11,254,697 shares were issued and outstanding, respectively.

 

May 2026 Offering and Private Placement

 

On May 12, 2026, the Company entered into a securities purchase agreement with institutional investors, pursuant to which the Company agreed to issue and sell to such investors in a registered direct offering (i) 1,454,175 shares of common stock of the Company, at an offering price of $2.06 per share, and (ii) pre-funded warrants to purchase up to 681,748 shares of common stock (the “Pre-Funded Warrants”) in lieu of the common shares, at an offering price of $2.0599 per share (such registered direct offering, the “Offering”). The Offering closed on May 14, 2026, and the Company received gross proceeds of approximately $4,400,000 from the Offering, before deducting Offering expenses payable by the Company of approximately $512,000. The Company also issued to the placement agent warrants to purchase up to 106,796 shares of common stock, at an exercise price of $2.575 per share (the “Placement Agent Warrants”) with a fair value of approximately $243,000 at the date of issuance. In a concurrent private placement, the Company agreed to issue, to such investors, warrants to purchase up to 2,135,923 shares of common stock, at an exercise price of $2.27 per share (the “Private Placement Warrants”), with a fair value of approximately $5,126,000 at the date of issuance.

 

 

The Company accounts for the Placement Agent Warrants and Private Placement Warrants as liabilities, due to settlement features that may be triggered by a fundamental transaction. The estimated fair value of the Private Placement Warrants exceeded the gross proceeds from the Offering on the date of issuance, resulting in a loss on warrant issuance of approximately $726,000 during the three and six months ended June 30, 2026. Since all proceeds of the Offering were allocated to the Private Placement Warrants, transaction costs of approximately $755,000 (including the fair value of the Placement Agent Warrants at issuance) were included in warrant issuance costs on the condensed consolidated statements of operations during the three and six months ended June 30, 2026. See Note 8 for fair value inputs used to determine the estimated fair value of the Private Placement Warrants and Placement Agent Warrants.

 

Certain members of our Board of Directors participated in the Offering; they purchased an aggregate of 97,088 shares of our common stock and received Private Placement Warrants to purchase an aggregate of up to 97,088 shares of common stock.

 

Other Stock Issuances

 

During the three and six months ended June 30, 2026, the Company issued 274 shares of common stock and received $887 of proceeds from the exercise of 274 stock options. There were no stock option exercises during the three and six months ended June 30, 2025.

 

During the six months ended June 30, 2026, 10,000 shares of restricted common stock issued to a service provider in December 2025 vested, resulting in $38,800 of expense. The Company also issued 50,000 shares of fully vested restricted stock to a service provider in April 2026, resulting in $127,000 of expense.

 

Warrants

 

During the three and six months ended June 30, 2025, warrants to purchase 70,000 shares expired unexercised, and there were no outstanding warrants as of December 31, 2025.

 

As discussed above, on May 14, 2026, we issued warrants to purchase an aggregate of up to 2,924,467 shares of common stock. A summary of warrants issued during the three and six months ended June 30, 2026 and outstanding as of June 30, 2026 is presented below:

 

   Warrants Issued and Outstanding   Weighted
Average
Exercise Price		   Exercisable
Date		  Expiration
Date		 
Pre-Funded Warrants   681,748   $0.0001   05/14/2026   NoneB
Placement Agent Warrants   106,796   $2.5750   11/14/2026   5/12/2031A
Private Placement Warrants   2,135,923   $2.2700   11/14/2026   11/13/2031A
    2,924,467   $1.7520         

 

AThese warrants are subject to fair value accounting due to settlement features that may be triggered by a fundamental transaction. See Note 8 for fair value inputs.
B These warrants are classified within equity.

 

 

Options

 

A summary of stock option activity under the Plan, during the six months ended June 30, 2026 is presented below:

 

    Options Outstanding 
  

Number of

Shares

  

Weighted-

Average Exercise

Price Per Share

 
Outstanding December 31, 2025   1,296,126   $5.58 
Granted   228,070    3.49 
Exercised   (274)   3.24 
Cancelled or expired   (44,524)   8.98 
Outstanding June 30, 2026   1,479,398   $5.16 

 

The weighted average remaining contractual term of options outstanding and exercisable at June 30, 2026 is 5.63 years and 4.87 years, respectively. Options were exercisable for 1,225,163 shares of common stock at June 30, 2026 at a weighted average exercise price of $5.50. The intrinsic value of options outstanding and exercisable was approximately $1,689,000 and $1,519,000, respectively, at June 30, 2026.

 

Stock-based compensation relating to stock options was as follows for the three and six months ended June 30, 2026 and 2025:

  

   2026   2025   2026   2025 
   Three Months Ended   Six Months Ended 
   June 30,   June 30, 
   2026   2025   2026   2025 
General and administrative  $203,854   $65,791   $369,330   $139,544 
Research and development   81,406    94,835    178,845    168,832 
Total stock-based compensation  $285,260   $160,626   $548,175   $308,376