Stockholders' Equity | 3. Stockholders’ Equity Equity Transactions February 2024 Offering In February 2024, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Craig-Hallum Capital Group LLC and Laidlaw & Company (UK) Ltd. (collectively, the “Underwriters”), relating to the issuance and sale of 427,886 common stock units (the “Common Stock Units”) at a public offering price of $ 8.16 per Common Stock Unit and, to certain investors, 491,221 pre-funded warrant units (the “PFW Units”) at a public offering price of $ 8.1588 per PFW Unit (the “February 2024 Offering”). Each Common Stock Unit consisted of (i) one share of common stock, (ii) a Series A Warrant to purchase one share of common stock (the “Series A Warrant”), (iii) a Series B Warrant to purchase one share of common stock (the “Series B Warrant”), and (iv) a Series C Warrant to purchase one share of common stock (the “Series C Warrant”). Each PFW Unit consisted of (i) a pre-funded warrant to purchase one share of common stock (the “Pre-Funded Warrants”), (ii) a Series A Warrant, (iii) a Series B Warrant, and (iv) a Series C Warrant. The Company also issued warrants to the Underwriters to purchase up to 45,955 shares of common stock, equal to 5 % of the securities sold in the February 2024 Offering (the “Representatives’ Warrants”). The Series A Warrants are fully exercisable and recognized as a freestanding instrument. In accordance with the terms and provisions of the Series C Warrants, the Series C Warrants are not exercisable, in part or in whole, at any time unless the Series B Warrants have been exercised. If Series B Warrants are not exercised before November 13, 2024, the corresponding Series C Warrants are no longer deemed outstanding and cannot be exercised. Furthermore, the Series B Warrants and Series C Warrants cannot be transferred by the holder without the consent of the Company, and, therefore the Series B Warrants and Series C Warrants are accounted for as a single unit of account. Net cash proceeds from the February 2024 Offering was $ 6.2 million after deducting underwriter and offering expenses. The Pre-Funded Warrants, Series A Warrants, Series B Warrants, and Series C Warrants are equity classified and were recognized as additional paid-in capital in the condensed balance sheets. The Representatives’ Warrants were accounted for under ASC 718, Compensation — Stock Compensation , and were recognized as an equity issuance cost at their grant date fair value within additional paid-in capital in the condensed balance sheets. August 2024 Shelf Registration Statement On August 29, 2024, the Company filed a universal shelf registration statement on Form S-3 (the “Shelf Registration Statement”), covering the offering of up to $ 50.0 million of common stock, preferred stock, debt securities, warrants, and/or units, subject to the “Baby Shelf Limitation” which limits the amount that the Company can offer to up to one-third of its public float during any 12-month period so long as our public float remains below $ 75 million . The Shelf Registration Statement was declared effective by the SEC on September 6, 2024. As of September 30, 2024, there have been no shares of common stock nor preferred stock, debt securities, warrants, and/or units issued under the August 2024 Shelf Registration Statement. At The Market Equity Offering The Company had previously entered into a Sales Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), under which the Company may, from time to time, sell shares of its common stock having an aggregate offering price of up to approximately $ 1.9 million through Wainwright (the “ATM Offering”). The Shelf Registration Statement included a prospectus covering the offering, issuance and sale of up to approximately $ 1.9 million of the Company’s common stock from time to time through the ATM Offering. The shares to be sold under the Sales Agreement may be issued and sold pursuant to the Shelf Registration Statement. The Company did no t issue any shares of common stock in the ATM Offering during the three month period ended September 30, 2024. Warrant Amendments In each of March, June and September 2024, the Company entered into substantially similar amendments with certain holders of its Series B Warrants and Series C Warrants (individually, the “March 2024 Warrant Amendment,” “June 2024 Warrant Amendment,” and the “September 2024 Warrant Amendment,” respectively and collectively, the “Warrant Amendments”). Pursuant to the Warrant Amendments, to the extent a holder exercised its Series B Warrants prior to their respective exercise deadlines, as defined in the amendment documents (the “Amendment Exercise Deadline”), the holder’s corresponding Series C Warrants vested and were exercisable for the lesser of (i) three times the number of Series B Warrants exercised by the Holder and (ii) the total number of Series C Warrants outstanding to the holder. Following each Amendment Exercise Deadline, if the holder exercised any remaining Series B Warrants, the remaining Series C Warrants, if any, vested and became exercisable on a one-for-one basis as to the same number of Series B Warrants exercised. The Warrant Amendments allowed a holder to elect to receive Pre-Funded Warrants upon exercise of Series B Warrants and Series C Warrants in lieu of shares of the Company’s common stock, at a purchase price of $ 8.1588 per warrant exercised and an exercise price of $ 0.0012 per Pre-Funded Warrant. Net cash proceeds from the March, June and September 2024 Warrant Amendment were $ 1.2 million, $ 0.3 million and $ 0.4 million, respectively, after deducting underwriter commissions and offering expenses. The Warrant Amendments were entered into to encourage the exercise of Series B Warrants in order to obtain capital to meet the Minimum Stockholders’ Equity Requirement. The Warrant Amendments neither changed the number of shares of common stock underlying each series of warrants nor its equity classification. The incremental change in fair value from the Warrant Amendments was accounted for as equity issuance costs and recognized within additional paid-in capital in the condensed balance sheets. September 2024 Exercise Price Warrant Amendment In September 2024, the Company also entered into an amendment with certain holders of its Series A Warrants, Series B Warrants and Series C Warrants (the “September 2024 Exercise Price Warrant Amendment”). Pursuant to the September 2024 Exercise Price Warrant Amendment, such holders agreed to pay a non-refundable up-front payment of $ 3.99 per Series A Warrant or Series C Warrant to reduce the exercise price of the Series A Warrants and Series C Warrants from $ 8.16 to $ 0.01 (such Series A Warrants and Series C Warrants modified to have a reduced exercise price referred to as the “Modified Series A Warrants” and “Modified Series C Warrants”). Pursuant to the September 2024 Exercise Price Warrant Amendment, to the extent such holder executed the September 2024 Exercise Price Warrant Amendment and paid consideration for the number of Series A Warrants and/or Series C Warrants to be modified before 5:00 p.m. Pacific time on September 30, 2024 (the “September 2024 Exercise Price Warrant Amendment Exercise Deadline”), the exercise price of Modified Series A Warrants and Modified Series C Warrants would be $ 0.01 . To the extent such holder did not elect to modify all outstanding Series A Warrants and Series C Warrants, the remaining Series A Warrants and Series C Warrants held by each holder retained an exercise price of $ 8.16 per Series A Warrant or Series C Warrant. Net cash proceeds from the September 2024 Exercise Price Warrant Amendment were $ 2.5 million after deducting underwriter and offering expenses. The September 2024 Exercise Price Warrant Amendment was entered to encourage the modification of Series A Warrants and Series C Warrants in order to obtain capital to meet the Minimum Stockholders’ Equity Requirement. The September 2024 Exercise Price Warrant Amendment neither changed the number of shares of Common Stock underlying each series of warrants nor its equity classification. The incremental change in fair value from the September 2024 Exercise Price Warrant Amendment was an equity issuance cost and was recognized within additional paid-in capital. In connection with the September 2024 Exercise Price Warrant Amendment, the Company entered into a letter agreement, dated September 27, 2024 (the “Letter Agreement”), with certain affiliates of Nantahala Capital Management, LLC (collectively, “Nantahala”), pursuant to which, subject to certain limitations, the Company will provide Nantahala the right to appoint (or cause to be nominated) (i) one member of the Company’s board of directors (the “Board”) and one member of each Board committee so long as Nantahala, together with its affiliates, beneficially owns at least 5.0 % of the Company’s outstanding shares of common stock and (ii) two members of the Board so long as Nantahala, together with its affiliates, beneficially owns at least 15.0 % of the Company’s outstanding shares of common stock, subject to certain exceptions. Warrants The following table is a summary of the Company’s warrants outstanding as o f September 30, 2024: Shares of Number of Number of Common Stock Warrants Outstanding Warrants Exercisable Underlying Warrants Exercise Price Initial Exercise Date Expiration Date Pre-Funded Warrants 580,610 580,610 580,610 $ 0.0012 February 13, 2024 Until Exercised in Full Series A Warrants 545,933 545,933 545,933 $ 8.16 February 13, 2024 February 13, 2029 Modified Series A Warrants (1) 373,176 373,176 373,176 $ 0.01 February 13, 2024 February 13, 2029 Series B Warrants 665,826 665,826 665,826 $ 8.16 February 13, 2024 November 13, 2024 Series C Warrants (2) 643,973 643,973 643,973 $ 8.16 February 13, 2024 November 13, 2024 or February 13, 2029 Modified Series C Warrants (1) 250,627 250,627 250,627 $ 0.01 February 13, 2024 February 13, 2029 Representativesʼ Warrants 45,955 45,955 45,955 $ 13.47 August 13, 2024 February 13, 2029 Total warrants 3,106,100 3,106,100 3,106,100 (1) The Modified Series A Warrants and Modified Series C Warrants represent Series A Warrants and Series C Warrants, respectively, modified under the September 2024 Exercise Price Warrant Amendment. (2) The Series C Warrants are subject to a vesting schedule and may only be exercised to the extent and in proportion to a holder of the Series C Warrants exercising its corresponding Series B Warrants, subject to accelerated vesting pursuant to the Warrant Amendment described above. The Series C Warrants expire on November 13, 2024, provided that to the extent and in proportion to a holder of the Series C Warrants have vested based on the exercise of the corresponding Series B Warrants, such Series C Warrants will expire on February 13, 2029. There were no warrants outstanding as of December 31, 2023. Stock-Based Compensation Stock Options Stock-based compensation expense includes charges related to stock option grants. The Company measures stock-based compensation expense based on the grant date fair value of any awards granted to its employees. Such expense is recognized over the period of time that employees provide service and earn rights to the awards. During the nine months ended September 30, 2024 and 2023, the Company granted stock options to purchase 120,182 and 153,750 shares of the Company’s common stock, respectively. The estimated fair value of each stock option award granted was determined on the date of grant using the Black-Scholes option-pricing valuation model with the following assumptions: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Risk free interest rate 3.8 % – 3.9 % — 3.8 % – 4.5 % 1.3 % – 3.4 % Expected option term (in years) 5.8 – 6.0 — 5.5 – 6.0 5.5 – 6.0 Expected volatility of common stock 105.8 % – 106.6 % — 105.8 % – 107.1 % 99.3 % – 103.6 % Expected dividend yield 0.0 % — 0.0 % 0.0 % Employee Stock Purchase Plan Stock-based compensation expense also includes charges related to common stock issued under the Amended and Restated 2013 Employee Stock Purchase Plan (the “ESPP”). The Company allows eligible employees to purchase shares of the Company’s common stock through payroll deductions at a price equal to 85 % of the lesser of the fair market value of the Company’s common stock on the first trading day of the offering period or on the applicable purchase date. The offering period is determined by the compensation committee and may be up to 27 months long. Pursuant to the approval of the ESPP, current offering periods commence on each of September 1 and March 1 during the term. Purchase dates will be set for the last trading day in each six-month and will occur on each of August 31 and February 28 (unless such days are not trading days). In January 2024, the number of shares of common stock available for issuance under the ESPP was increased by 2,785 shares as a result of the automatic increase provision in the ESPP. During the third quarter of 2024, an offering period was initiated. There have been no shares of common stock issued under the ESPP during the nine months ended September 30, 2024. As of September 30, 2024, 14,900 shares under the ESPP remain available for purchase. The estimated fair value of each ESPP award granted was determined on the date of purchase date using the Black-Scholes option-pricing valuation model with the following assumptions: Three and Nine Months Ended September 30, 2024 2023 Risk free interest rate 4.9 % — Expected option term (in years) 0.5 — Expected volatility of common stock 91.5 % — Expected dividend yield 0.0 % — The Company recognized stock-based compensation expense as follows: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Research and development $ 3,016 $ — $ 4,231 $ 2,841 Selling, general and administrative 128,571 281,758 507,963 843,629 Total stock-based compensation expense $ 131,587 $ 281,758 $ 512,194 $ 846,470 Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Stock options $ 130,054 $ 281,758 $ 510,661 $ 846,470 ESPP 1,533 — 1,533 — Total stock-based compensation expense $ 131,587 $ 281,758 $ 512,194 $ 846,470 As of September 30, 2024, there was approximately $ 0.7 million of unrecognized compensation costs related to outstanding employee and board of director options, which are expected to be recognized over a weighted-average period of 1.2 years. As of September 30, 2024 , there was approximately $ 8,000 of unrecognized compensation costs related to the ESPP, which are expected to be recognized over a weighted-average period of 0.4 years. |