Stockholders’ Deficit |
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| STOCKHOLDERS’ DEFICIT | 9. STOCKHOLDERS’ DEFICIT
See Note 4 - Reverse Recapitalization for details associated with the issuance of common stock and warrants issued in conjunction with the Merger, as well as details associated with the reverse recapitalization in connection with the Merger.
2025 Equity Incentive Plan
The number of shares reserved for issuance under the Company’s 2025 Equity Incentive Plan (the “2025 Plan”) will increase, subject to approval from the Board of Directors, on January 1 of each of 2026 through 2035 by the number of shares equal to the lesser of 4% of the total number of outstanding shares of the Company’s common stock as of December 31 (calculated on a fully diluted and as-converted basis), or a number as may be determined by the Board of Directors. As of September 30, 2026, the Board of Directors had not taken any action to increase the number of shares reserved under the plan.
As of September 30, 2026, up to 1,938,468 shares of common stock are reserved under the 2025 Plan and options have been approved and issued for the purchase of 1,532,929 shares of common stock (see Note 11).
Warrants
See Note 3 and Note 4 for details associated with the issuance of warrants in conjunction with the Merger, including their term and how they are accounted for.
The Company estimated the fair value of the warrants granted during the three and nine months ended September 30, 2026 and 2025 using the Black-Scholes valuation model with the following assumptions:
Warrant Exercises
During the three and nine months ended September 30, 2026, warrant holders elected to exercise certain of their warrants. During the three and nine months ended September 30, 2026, the Company received funds of $863,287 and $1,589,514, respectively, and issued 196,201 and 361,251 shares of common stock, respectively, related to the exercise of certain A Warrants. In addition, the Company received funds of $39,999 and issued 12,121 shares of common stock related to the exercise of certain Exchange Warrants during the three and nine months ended September 30, 2026. As of September 30, 2026, the Company had recorded aggregate proceeds from all warrant exercises of $1,470,415, net of expenses of the transactions of $159,098 that had been incurred as of that date.
The following table presents information related to warrants as of September 30, 2026:
In conjunction with the closings of the Follow-on Offering (see Note 5), the Company issued 18,240 placement agent warrants for the February, March and June 2026 closings in addition to the 20,000 placement agent warrants issued related to the December 2025 closing. The placement agent warrants have an exercise price of $5.00 per share, expire in five (5) years from the date of issuance and are equity classified. The placement agent warrants issued during the nine months ended September 30, 2026 had a fair value of approximately $62,075. There were no warrants issued in the three months ended September 30, 2026.
The closings of the Follow-on Offering also triggered the anti-dilution provision for the B Warrants (see Note 5) and accordingly, as of September 30, 2026, the number of B Warrants increased to an aggregate total of 705,193 with an exercise price of $6.553 per share.
As of September 30, 2026, there were outstanding warrants to purchase an aggregate of 1,213,968 shares of common stock at a weighted average exercise price of $5.61 per share. The warrants had a weighted average remaining contractual term of 4.01 years as of September 30, 2026. |
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