Stockholders’ Equity |
9 Months Ended |
|---|---|
Sep. 30, 2026 | |
| Equity [Abstract] | |
| Stockholders’ Equity | 5. Stockholders’ Equity
Preferred Stock
The Company’s amended and restated certificate of incorporation authorizes the Company to issue a total of shares of preferred stock. shares have been issued.
Common Stock
The Company’s amended and restated certificate of incorporation authorizes the Company to issue a total of shares of common stock. As of September 30, 2026 and December 31, 2025, the Company had an aggregate of and shares of common stock outstanding, respectively.
July 2026 Private Placement
On July 9, 2026, pursuant to a securities purchase agreement dated July 7, 2026 (the “July 2026 Private Placement”), the Company sold units to an investor at a purchase price of $ per unit. Each unit consisted of one pre-funded warrant, one Series F warrant and one Series G warrant, each to purchase one share of common stock. The Company received gross proceeds of $2,997,888, and net proceeds of $2,639,667 after deducting offering costs of $358,221. In connection with the July 2026 Private Placement, the Company also issued warrants to the placement agent to purchase 126,761 shares of common stock.
The pre-funded warrants have an exercise price of $0.001 per share, are immediately exercisable and do not expire. The Series F and Series G warrants each have an exercise price of $1.42 per share, while the placement agent warrants have an exercise price of $1.775 per share. These warrants became exercisable on September 28, 2026, following stockholder approval of the issuance of the underlying shares. The Series F and placement agent warrants expire on September 28, 2031, while the Series G warrants expire on March 28, 2028.
In addition to the placement agent warrants, the placement agent received compensation consisting of cash fee equal to 7.0% and a management fee equal to 1.0% of the aggregate gross proceeds from the private placement. We also reimbursed the placement agent for non-accountable expenses in an amount of $35,000, and its legal fees and expenses and other out-of-pocket expenses in the amount of $50,000.
During the three months ended September 30, 2026, the Company issued shares of common stock upon the exercise of pre-funded warrants for proceeds of $1,579. As of September 30, 2026, 534,000 pre-funded warrants remained outstanding.
The Company evaluated the pre-funded warrants, Series F warrants, Series G warrants and placement agent warrants under ASC 480 and ASC 815-40 and concluded that each is indexed to the Company’s own stock and meets the requirements for equity classification. The Series F, Series G and placement agent warrants provide the holder the right, upon certain fundamental transactions within the Company’s control, to receive cash equal to the Black-Scholes value, as defined, of the unexercised warrants.
At the Market (ATM) Offering Program
In September 2024, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with Wainwright, establishing an at-the-market offering program (the “ATM Facility”) pursuant to which the Company may, from time to time, in its sole discretion, issue and sell shares of common stock through Wainwright. In September and December 2024, the Company filed prospectus supplements providing for the sale of up to $1,143,121 and $832,009, respectively, of common stock under the ATM Agreement. In March 2026, after selling approximately $1.7 million of shares of common stock pursuant to the ATM Facility, the Company filed a new prospectus supplement under its current shelf registration statement providing for the sale of up to $1,064,000 of common stock under the ATM Agreement.
Shares may be sold through the ATM Facility in transactions deemed to be “at the market” offerings under Rule 415 of the Securities Act. The Company pays Wainwright a commission of 3.0% of the gross sales price per share sold under the ATM Agreement.
The Company did not sell any shares of common stock through the ATM facility during the three months ended September 30, 2026. During the nine months ended September 30, 2026, the Company sold shares of common stock through the ATM Facility for net proceeds of $20,180, after deducting $2,090 in offering costs.
The Company did not sell any shares of common stock through the ATM facility during the three months ended September 30, 2025. During the nine months ended September 30, 2025, the Company sold shares of common stock through the ATM Facility for net proceeds of $347,549, after deducting $13,029 in offering costs.
June 2025 Public Offering
On June 27, 2025, the Company issued investors shares of its common stock and pre-funded warrants to purchase 456,250 shares of common stock at a public offering price of $ per share and $ per pre-funded warrant. The Company also received the $0.001 per share exercise price of the pre-funded warrants at closing. In addition, the Company issued investors Series D warrants to purchase 1,250,000 shares of its common stock (exercise price of $4.00 per share), expiring on June 30, 2030, and Series E warrants to purchase 1,250,000 shares of common stock (exercise price of $4.00 per share), expiring on December 30, 2026. The net proceeds received from the sale of common stock, pre-funded warrants and warrants, net of cash costs of $647,208, was $4,352,792.
In June 2025, shares of common stock were issued upon the exercise of 346,250 pre-funded warrants. During the three months ended September 30, 2025, the remaining 110,000 pre-funded warrants were exercised.
In addition, warrants to purchase 75,000 shares of common stock were issued to the placement agent. The placement agent warrants have an exercise price of $5.00 per share and were exercisable immediately upon issuance for a term of five years.
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