v3.26.1
Warrants
6 Months Ended
Jun. 30, 2026
Warrants  
Warrants

(15) Warrants

Except as noted otherwise, all the warrants described below were outstanding as of June 30, 2026, and are accounted for as a component of stockholders’ equity (deficit). All PFWs issued in the Company’s financings described herein were exercised on or before January 10, 2025.

In connection with the IPO, the Company granted the underwriter warrants (the “IPO Underwriter Warrants”) to purchase up to approximately 20 shares of Company common stock at an exercise price of $3,696,000.00 per share. The IPO Underwriter Warrants have a five-year term and were not exercisable prior to January 9, 2022.

In connection with a registered direct offering (“RDO”) completed by the Company in February 2023, the Company issued the placement agent warrants (the “February 2023 Placement Agent Warrants”) to purchase up to approximately four shares of common stock. The February Placement Agent Warrants became exercisable commencing August 17, 2023, expire February 16, 2028, and have an exercise price per share of $486,948.00 per share.

In connection with an agreement the Company entered into with a consultant in February 2023, the Company agreed to issue warrants (the “February 2023 Consultant Warrants”) to purchase approximately one share of common stock at $369,600.00 per share. The February 2023 Consultant Warrants became exercisable any time after August 23, 2023, until February 23, 2028.

In connection with an underwritten offering in September 2023 (the “September 2023 Offering”), the Company issued warrants (the “September 2023 Underwriter Warrants”) to the underwriter to purchase up to approximately 33 shares of common stock. Approximately 16 additional September 2023 Underwriter Warrants were issued to the underwriter in October 2023 in connection with the underwriter’s partial exercise of the overallotment option. The September 2023 Underwriter Warrants became exercisable commencing 180 days after issuance, expire five years following the date of sale and have an exercise price per share of $23,562.00.

In connection with a December 2023 RDO, the Company issued to the placement agent the December 2023 Placement Agent Warrants to purchase up to approximately 18 shares of common stock. The December 2023 Placement Agent Warrants became exercisable on issuance, expire five years following the date of issuance, and have an exercise price per share of $10,648.18.

In connection with the January 2024 RDO, the Company issued to investors the January 2024 Warrants to purchase up to approximately 12,864 Warrants to purchase common stock at a purchase price of $1,127.28 per share. The January 2024 Warrants became exercisable commencing on issuance and are exercisable for three and one-half years from the date of issuance generally at an exercise price of $1,127.28 per share. All PFWs sold in the January 2024 RDO were exercised prior to April 30, 2024. Approximately 697 January 2024 Warrants were exercised in the first half of 2024. In connection with the 2024 PIPE, the Company agreed to reduce the exercise price on certain January 2024 Warrants. In connection with the January 2024 RDO, the Company also issued the placement agent the January 2024 Placement Agent Warrants to purchase up to approximately 388 shares of common stock. The January 2024 Placement Agent Warrants became exercisable on issuance, expire three and one-half years following the date of sale and have an exercise price per share of $1,409.10.

In connection with the July 2024 Offering, the Company issued to the placement agent the July 2024 Placement Agent Warrants to purchase up to approximately 548 shares of common stock. The July 2024 Placement Agent Warrants became exercisable January 18, 2025, expire July 22, 2029, and have an exercise price of $346.50 per share.

In connection with the 2024 PIPE, the Company issued approximately 22,966 Series C Warrants and 22,966 Series D Warrants, in each case subject to certain adjustments. The Series C and Series D Warrants became exercisable commencing on stockholder approval of the 2024 PIPE which stockholder approval occurred February 25, 2025. The Series C Warrants are exercisable for five years from such approval; the Series D Warrants were exercisable for two and one-half years from such approval. The initial exercise price for the Series C and Series D Warrants was $348.35 per share, subject to adjustments and resets. In addition, the Series D Warrants included an alternative cashless exchange provision whereby the holder could exchange each Series D Warrant for three shares of Common Stock. The Series C Warrants and the Series D Warrants are accounted for as liabilities. All Series D warrants were exchanged for common stock in the first quarter 2025.

(15) Warrants (continued)

In connection with the March 2025 Offering, the Company issued the March 2025 Offering Warrants to purchase up to approximately 366,080 shares of common stock at an exercise price of $24.08 per share. The March 2025 Offering Warrants became exercisable commencing on issuance and are exercisable for five years from the date of issuance. In connection with the March 2025 Offering, the Company also issued the placement agent the March 2025 Placement Agent Warrants to purchase up to approximately 18,290 shares of common stock. The March 2025 Placement Agent Warrants became exercisable on issuance, expire five years following the date of sale and have an exercise price of $29.96 per share.

The following table summarizes the Company’s outstanding warrants at June 30, 2026:

  ​ ​ ​

Number

  ​ ​ ​

Exercise Price

Description

of Shares

Per Share

IPO Underwriter Warrants

 

20

$

3,696,000

February 2023 Placement Agent Warrants

 

4

486,948

February 2023 Consultant Warrants

 

1

369,600

September 2023 Underwriter Warrants

 

33

23,562.00

October 2023 Underwriter Overallotment Warrants

 

16

23,562.00

December 2023 Placement Agent Warrants

 

18

10,648.18

January 2024 Warrants

 

6,749

1,127.28

January 2024 Warrants

 

5,423

438.90

January 2024 Placement Agent Warrants

 

388

1,409.10

July 2024 Placement Agent Warrants

 

548

346.50

December 2024 Series C Warrants

 

144,682

348.35

March 2025 Offering Warrants

 

366,080

24.08

March 2025 Placement Agent Warrants

 

18,290

29.96

In December 2024, the Company modified the exercise price applicable to then outstanding Series A-1 and Series A-2 Warrants to $348.35, and certain outstanding January 2024 Warrants to $438.90 per share. In connection with the modification, the Company recorded a deemed dividend in the aggregate of $30,601.