SHAREHOLDERS’ EQUITY | NOTE 13 - SHAREHOLDERS’ EQUITY Preferred Stock As of December 31, 2022, authorized shares and shares issued and outstanding of the Company’s preferred stock by series were as follows: SCHEDULE OF PREFERRED STOCK Authorized Shares Issued and Outstanding Par Value Series A Preferred Stock 4,500,000 4,500,000 4,500 Series B Preferred Stock 608,000 608,000 608 Series C Preferred Stock 5,000,000 5,000,000 5,000 Series D Preferred Stock 3,000,000 3,000,000 3,000 Series E Preferred Stock 1,591,994 1,591,994 1,592 Series F Preferred Stock 953,000 953,000 953 Series H Preferred Stock 5,000,000 536,000 536 Series I Preferred Stock 2,775,000 2,757,442 2,757 Series J Preferred Stock 2,500,000 1,281,600 1,282 Series K Preferred Stock 4,000,000 1,866,853 1,867 Total 29,927,994 22,094,889 22,095 Upon the closing of the Company’s IPO on January 30, 2023, all of the Company’s 22,094,889 8,359,143 994,705 As of January 30, 2023, earned but undeclared and unpaid Series H dividends were $ 3,443 272,101 In January 2023, the Company’s Certificate of Incorporation with the state of Delaware was amended to change the number of authorized preferred shares from 29,927,994 10,000,000 Common Stock Authorized shares The Company’s Certificate of Incorporation authorizes the Company to issue up to 200,000,000 26,788,986 9,126,726 In January 2023, the Company’s Certificate of Incorporation with the state of Delaware was amended to change the number of authorized common shares from 75,000,000 200,000,000 Common Stock Issued for Cash Upon Closing of the Company’s IPO On January 30, 2023, the Company completed its underwritten IPO of its common stock, in which the Company issued and sold 2,500,000 6.00 153,000 6.00 15,918 12,632 Common Stock Issued for Cash Upon Closing of the Company’s Private Placements On May 12, 2023, the Company entered into a securities purchase agreement (the “PIPE 1 SPA”) with certain investors (the “PIPE 1 Purchasers”), pursuant to which the Company agreed to sell and issue 1,665,213 20.00 33,300 1,463 17,500 6,000 17,500 1,017,079 20,342 19,842 On June 9, 2023, the Company entered into another securities purchase agreement (the “PIPE 2 SPA”, and, together with the PIPE 1 SPA, the “Purchase Agreements”) with certain investors (the “PIPE 2 Purchasers”), pursuant to which the Company agreed to sell and issue 900,000 20.00 18,000 12,500 275,000 5,500 5,300 As of December 31, 2023, the Company sold 1,292,079 25,842 25,142 6,000 30,000 In November 2023, the Company agreed to extend the funding deadline for $ 2,000 22,000 Grant of Restricted Stock Units The following table summarizes restricted common stock activity during the year ended December 31, 2023: SCHEDULE OF RESTRICTED COMMON STOCK ACTIVITY Number of Restricted Shares Fair Value Weighted Average Grant Date Fair Value Non-vested, December 31, 2022 - $ - $ - Granted 171,400 2,043 11.92 Vested (113,500) (940 ) 6.57 Forfeited - - - Non-vested, December 31, 2023 57,900 $ 1,103 $ 22.40 In February 2023, the Company’s Board of Directors approved the issuance of a combined total of 113,500 746 In September 2023, the Company’s Board of Directors approved the issuance of a combined total of 57,900 1,297 During the year ended December 31, 2023, the Company recorded $ 940 1,103 Stock Options In August 2009, the Company’s Board of Directors approved the adoption of the 2009 Equity Incentive Plan (“the 2009 Plan”). The 2009 Plan was initiated to encourage and enable employees, directors and consultants of the Company to acquire and retain a proprietary interest in the Company by ownership of its common stock. A total of 6,166,666 In September 2018, the Company’s Board of Directors approved the adoption of the 2019 Equity Incentive Plan (“the 2019 Plan”). The 2019 Plan was initiated to encourage and enable employees, directors and consultants of the Company to acquire and retain a proprietary interest in the Company by ownership of its common stock. The 2019 Plan allows for the following types of awards: (i) Incentive Stock Options; (ii) Nonstatutory Stock Options; (iii) Stock Appreciation Rights; (iv) Restricted Stock Awards; (v) Restricted Stock Unit Awards; (vi) Other Stock Awards. The maximum number of shares of our common stock that may be issued under our 2019 Plan is 2,059,073 3,774,260 5,833,333 1,632,314 In June 2022, the Company’s Board of Directors approved the adoption of the 2022 Equity Incentive Plan (“the 2022 Plan”). The 2022 Plan provides for the grant of incentive stock options (“ISOs”), to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, RSU awards, performance awards and other forms of stock awards to employees, directors, and consultants, including employees and consultants of our affiliates. The 2022 Plan is a successor to the 2019 Plan. No further grants will be made under the 2019 Plan. The maximum number of shares of the Company’s common stock under the 2022 Plan that may be issued is 2,800,000 5 706,388 12,645 171,400 1,922,212 1,339,449 3,261,661 In September 2023, the Company’s Board of Directors approved the adoption of the Company’s 2023 Inducement Plan (the “Inducement Plan”) to reserve 1,000,000 444,300 8,031 555,700 Option exercise prices are set forth in the Grant Notice, without commission or other charge, provided however, that the price per share of the shares subject to the option shall not be less than the greater of (i) 100% of the fair market value of a share of stock on the grant date, or (ii) 110% of the fair market value of a share of stock on the grant date in the case of a Participant then owning more than 10% of the total combined voting power of all classes of stock of the Company or any “subsidiary corporation” of the Company or any “parent corporation” of the Company The Company’s policy is to recognize compensation cost for awards with only service conditions on a straight- line basis over the requisite service period for the entire award. Additionally, the Company’s policy is to issue new shares of common stock to satisfy stock option exercises. The Company applied fair value accounting for all share-based payments awards. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model. Stock Option Grants during the Year Ended December 31, 2023 During the year ended December 31, 2023, under its 2022 Plan and Inducement Plan, the Company’s Board of Directors approved the granting of options to certain employees and directors to purchase 1,150,688 13.97 22.40 vest over various periods, but none longer than four years, expire ten years from the date of grant 20,676 2,515 The assumptions used for the options granted during the year ended December 31, 2023 are as follows: SCHEDULE OF OPTION GRANTED Exercise prices $ 13.97 22.40 Expected dividends — Expected volatility 100.0 % Risk free interest rate 3.9 4.4 % Expected life of options 5.5 6.6 Stock Option Grants during the Year Ended December 31, 2022 During the year ended December 31, 2022, under its 2019 Incentive Plan, the Company granted options to certain employees and directors, and a consultant, to purchase 247,785 9.00 10.50 vest over various periods, but none longer than four years, expire ten years from the date of grant 1,969 2,415 The assumptions used for all of the options granted during the year ended December 31, 2022 are as follows: Exercise prices $ 9.00 10.50 Expected dividends — Expected volatility 94.6 96.1 % Risk free interest rate 0.34 % Expected life of options 5.0 5.9 The table below summarizes the Company’s stock option activities for the years ended December 31, 2023 and 2022: SCHEDULE OF STOCK OPTION ACTIVITY Number of Option Shares Exercise Price Range Per Share Weighted Average Exercise Price Balance, December 31, 2021 3,953,234 $ 9.00 10.50 $ 10.11 Granted 247,785 9.00 10.50 10.40 Cancelled — — — Exercised — — — Expired — — — Balance, December 31, 2022 4,201,019 9.00 10.50 10.12 Granted 1,150,688 13.97 22.40 22.26 Cancelled — — — Exercised (232,787 ) 6.00 10.50 6.34 Expired (51,581 ) 6.00 6.00 Balance, December 31, 2023 5,067,339 $ 6.00 22.40 $ 9.76 Vested and exercisable, December 31, 2023 3,780,455 $ 6.00 10.50 $ 6.09 Unvested, December 31, 2023 1,286,884 $ 6.00 22.40 $ 20.66 The following table summarizes information concerning outstanding and exercisable options as of December 31, 2023: SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Average Remaining Contractual Life (in years) Weighted Average Exercise Price $ 6.00 3,826,552 4.55 $ 6.00 3,689,352 4.43 $ 6.00 6.01 10.50 90,099 2.03 9.52 90,099 2.03 9.52 10.51 22.40 1,150,688 9.70 22.26 704 9.69 22.40 $ 6.00 22.40 5,067,339 5.68 $ 9.76 3,780,455 4.37 $ 6.09 Stock Option Repricing In September 2022, the Company’s Board of Directors approved a stock option repricing whereby the exercise prices of previously granted and unexercised options held by certain employees, directors and key advisers with exercise prices between $ 9.00 10.50 4,092,887 9.00 10.50 6.00 2,796,400 2,733 2,689 Stock Option Exercises During the year ended December 31, 2023, a total of 232,787 1,474 As of December 31, 2023, unvested compensation of $ 19,825 22.26 7.68 31,056 At the time of the issuances of stock options, the Company believed the Company’s estimates of the fair value for financial reporting purposes of the Company’s common stock were reasonable and consistent with the Company’s understanding of how similarly situated companies in the industry were valued. The following table summarizes the stock-based compensation expense, for stock options only, by line item in the statements of operations for the years ended December 31, 2023 and 2022, respectively. SUMMARY OF STOCK BASED COMPENSATION EXPENSE December 31, 2023 December 31, 2022 Research and development $ 915 $ 368 General and administrative 1,600 2,047 Total stock-based compensation expense $ 2,515 $ 2,415 Stock Warrants The table below summarizes the Company’s warrants activities for the years ended December 31, 2023 and 2022: SCHEDULE OF WARRANTS ACTIVITY Number of Warrant Shares Exercise Price Range Per Share Weighted Average Exercise Price Balance, December 31, 2021 823,123 $ 0.03 10.50 $ 7.56 Granted — — — Cancelled — — — Exercised (16,666 ) 0.03 9.00 7.21 Expired (81,283 ) 0.03 10.50 1.56 Balance, December 31, 2022 725,174 3.00 10.50 8.24 Granted 447,906 5.40 10.50 7.87 Cancelled (36 ) 9.00 9.00 Exercised (655,523 ) 6.00 10.50 8.81 Expired (4,762 ) 10.50 10.50 Balance, December 31, 2023 512,759 $ 3.00 10.50 $ 7.14 Vested and exercisable, December 31, 2023 512,759 $ 3.00 10.50 $ 7.14 The following table summarizes information concerning outstanding and exercisable warrants as of December 31, 2023: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding Warrants Exercisable Range of Exercise Prices Number Outstanding Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Average Remaining Contractual Life (in years) Weighted Average Exercise Price $ 3.00 133,333 3.17 $ 3.00 133,333 3.17 $ 3.00 3.01 10.49 375,617 2.24 8.57 375,617 2.24 8.57 10.50 3,809 0.31 10.50 3,809 0.31 10.50 $ 3.00 10.50 512,759 2.46 $ 7.14 512,759 2.46 $ 7.14 Upon the closing of the IPO and the overallotment exercises, the Company agreed to issue the underwriters warrants entitling them to purchase up to 185,694 6.00 185,694 6.00 140,303 no During the year ended December 31, 2023, the Company granted warrants to certain of its lenders to purchase up to 44,441 5.40 During the year ended December 31, 2023, the Company granted warrants to certain of its lenders to purchase up to 217,771 9.00 10.50 3,152 217,771 2,175 During the year ended December 31, 2023, a warrant holder completed a cashless exercise of their warrants to purchase 146,641 10.50 70,265 During the year ended December 31, 2023, a warrant holder completed a cashless exercise of a warrant to purchase 16,666 9.00 11,666 88,751 814 During the year ended December 31, 2023, a total of 126,767 The aggregate intrinsic value for warrant shares outstanding at December 31, 2022 was $ 3,141 |