Stockholders' Equity | Stockholders’ equity Preferred stock Series C Preferred Stock Series C Preferred Stock Number $ Balance – June 30, 2024 13,668 9,973 Conversion of Series C Preferred stock to common stock ( 13,668 ) ( 9,973 ) Balance – September 30, 2024 — — In August 2020, the Company issued 25,028 shares of Series C Convertible Preferred Stock (the “Series C Preferred Stock”) in three separate closings of a private placement (Series C-1, C-2, and C-3). Each share of Series C Preferred Stock was issued at a purchase price of $ 1,000 per share and is convertible into shares of common stock based on the respective conversion prices which were determined at the closing of each round of the private placement. The conversion prices for the Series C-1 Preferred Stock, Series C-2 Preferred Stock, and the Series C-3 Preferred Stock were $ 2,030.00 , $ 2,124.50 , and $ 2,012.50 , respectively. Subject to ownership limitations, the owners of the Series C-1 Preferred Stock, the Series C-2 Preferred Stock, and the Series C-3 Preferred Stock were entitled to receive dividends, payable in shares of common stock at a rate of 10 %, 15 %, 20 % and 25 %, respectively, of the number of shares of common stock issuable upon conversion of the Series C Preferred Stock, on the 12th, 24th, 36th and 48th month, anniversary of the initial closing of the private placement. The Company paid the 12th, 24th, 36th, and 48th month anniversary dividends of 10 %, 15 %, 20 %, and 25 % common stock dividends on August 19, 2021, 2022, 2023, and 2024, respectively. The Series C Preferred Stock dividends did not require declaration by the board of directors and were accrued annually as of the date the dividend was earned in an amount equal to the fair value of the Company’s common stock on the dates the respective dividends were paid. The fair value of the Series C Preferred Stock dividend paid on August 19, 2024, was determined by multiplying the dividends paid of 2 shares of common stock by the Company’s closing share price on August 18, 2024, of $7 .93 per share for a total fair value of $ 13 . All outstanding shares of Series C Preferred Stock were automatically converted to an aggregate of 7 shares of common stock on August 19, 2024. In addition, as part of the Series C Preferred financing, the Company issued warrants to the placement agent (“Series C Agent Warrants”), which expired unexercised on August 19, 2024. The Series C Preferred Stock, with respect to distributions of assets and rights upon the occurrence of a liquidation, ranked (i) senior to the Company’s common stock and (ii) senior to any other class or series of capital stock of the Company hereafter created which did not e xpressly rank pari passu with, or senior to, the Series C Preferred Stock. The Series C Preferred Stock was pari passu in liquidation to the Company’s Series A Preferred Stock. The liquidation value of the Series C Preferred Stock at September 30, 2024, is the stated value of $ nil (June 30, 2024 - $ 9,973 ). The Company’s Series C Preferred Stock aggregate dividends as of September 30, 2024, were as follows: Series C Dividends Dividend Shares 10% - August 19, 2021 (actual) 1 15% - August 19, 2022 (actual) 1 20% - August 19, 2023 (actual) 1 25% - August 19, 2024 (actual) 2 5 Series A Preferred Stock Effective September 30, 2014, the Company filed a Certificate of Designation of Series A Preferred Stock (the “Series A Certificate of Designation”) with the Secretary of State of Nevada. Pursuant to the Series A Certificate of Designation, the Company designated 279 shares of preferred stock as Series A Preferred Stock. The shares of Series A Preferred Stock have a stated value of $ 1.00 per share (the “Series A Stated Value”) and are not convertible into common stock. The holder of the Series A Preferred Stock is entitled to dividends at the rate of 3 % of the Series A Stated Value per year, payable quarterly in arrears. Upon any liquidation of the Company, the holder of the Series A Preferred Stock will be entitled to be paid, out of any assets of the Company available for distribution to stockholders, the Series A Stated Value of the shares of Series A Preferred Stock held by such holder, plus any accrued but unpaid dividends thereon, prior to any payments being made with respect to the common stock. The Series A Preferred Stock is held by Valent (note 7). The Series A Preferred Stock shall with respect to distributions of assets and rights upon the occurrence of a liquidation, rank (i) senior to the Company’s common stock, and (ii) senior to any other class or series of capital stock of the Company hereafter created which does not expressly rank pari passu with, or senior to, the Series A Preferred Stock. The Series A Preferred Stock was pari passu in liquidation to the Company’s Series C Preferred Stock. The liquidation value of the Series A Preferred stock at September 30, 2024, is its stated value of $ 279 (June 30, 2024 - $ 279 ). There was no change to the Series A Preferred stock for the three months ended September 30, 2024, or 2023. Common stock Common stock issuances during the three months ended September 30, 2024 During the three months ended September 30, 2024, the Company issued 2 shares of common stock on vesting of restricted stock units during the period. The Company also issued 2 and 7 shares of common stock, representing the Series C Preferred Stock 25 % dividend and automatic conversion of outstanding Series C Preferred Stock, respectively, on the fourth anniversary of issuance. Common stock issuances during the three months ended September 30, 2023 During the three months ended September 30, 2023, the Company issued 2 shares of common stock, representing the Series C Preferred Stock 20 % dividend the third anniversary of issuance. 2017 Omnibus Incentive Plan As subsequently approved by the Company’s stockholders at an annual meeting of stockholders, on April 11, 2018, the Company’s board of directors approved the adoption of the Company’s 2017 Omnibus Equity Incentive Plan (the “2017 Plan”), as amended. The board of directors also approved a form of Performance Stock Unit Award Agreement to be used in connection with grants of performance stock units (“PSUs”) as well as a Restricted Stock Unit ("RSU") award under the 2017 Plan. As approved by the Company’s stockholders on June 21, 2022, the number of common shares available under the 2017 Plan as of September 30, 2024, is 13 shares, less the numbe r of shares of common stock issued under the Del Mar (BC) 2013 Amended and Restated Stock Option Plan (the “Legacy Plan”), or that are subject to grants of stock options made, or that may be made, under the Legacy Plan, or that have been previously exercised. The following table sets forth the aggregate information on all equity compensation plans as of September 30, 2024: Plan (in thousands, except per share amounts) Number of shares of common stock to be issued upon exercise of outstanding stock options and rights Weighted-average exercise price of stock options and rights Number of shares of common stock remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (2) Equity compensation plans approved by security holders - 2017 Plan (1) 6 749.16 4 Equity compensation plans not approved by security holders - Del Mar (BC) 2013 Amended and Restated Stock Option Plan — 73,881.30 — Totals 6 1,074.40 4 (1) The Del Mar (BC) 2013 Amended and Restated Stock Option Plan refers to the Company’s previous equity compensation plan. (2) The balance of 4 shares of common stock available for issuance under the 2017 Plan as of September 30, 2024, is net of stock options previously exercised. The maximum number of shares of Company common stock with respect to which any one participant may be granted awards during any calendar year is 8 % of the Company’s fully diluted shares of common stock on the date of grant (excluding the number of shares of common stock issued under the 2017 Plan and/or the Legacy Plan or subject to outstanding awards granted under the 2017 Plan and/or the Legacy Plan). No award will be granted under the 2017 Plan on, or after, July 7, 2027. Stock options There were no changes in stock options during the three months ended September 30, 2024. The following table summarizes stock options outstanding and exercisable under all plans at September 30, 2024: Exercise price Number Weighted Number 162.93 2 8.92 1 307.65 1 7.84 1 1,067.50 to 1,680.00 2 7.36 2 2,170.00 to 2,397.50 1 2.43 — 6 4 The Company has recognized the following amounts as stock option expense for the periods noted (in thousands): Three months ended 2024 2023 Research and development 37 69 General and administrative 61 91 98 160 All of the stock option expense for the periods ended September 30, 2024, and 2023, has been recognized as additional paid in capital. The aggregate intrinsic value of stock options outstanding as well as stock options exercisable was nil as of September 30, 2024, and 2023, respectively. As of September 30, 2024, there was $ 224 in unrecognized compensation expense that will be recognized over the next 1.8 years. The following table sets forth changes in unvested stock options under all plans: Number of Weighted Unvested at June 30, 2024 3 545.01 Vested ( 1 ) 435.36 Unvested at September 30, 2024 2 579.79 The aggregate intrinsic value of unvested stock options at September 30, 2024, was nil (2023 - nil ). The unvested stock options have a remaining weighted average contractual term of 7.16 years (2023 – 9.26 ). Restricted stock units During the three months ended September 30, 2024, the Company recognized a total of $ 3 (2023 - $ 47 ) in compensation expense related to RSUs. Number of Balance – June 30, 2024 2 Vesting of restricted stock units ( 2 ) Balance – September 30, 2024 — Common stock warrants The following table sets forth changes in outstanding common stock warrants: Number of Weighted Balance – June 30, 2024 19 1,399.72 Expiry of warrants issued for services ( 2 ) 1,750.00 Balance – September 30, 2024 17 1,362.41 The following table summarizes the Company’s outstanding common stock warrants as of September 30, 2024: Description of warrants Number Exercise Expiry date 2022 April Investor warrants 9 717.50 April 14, 2027 2022 Investor warrants 7 2,187.50 March 28, 2025 2022 April Agent warrants 1 1,159.20 October 14, 2026 17 Series C Preferred Stock warrants In connection with the Series C Preferred Stock private placement, the Company issued 2,504 Series C Agent Warrants. The Series C Agent Warrants had an exercise price of $ 1,000 per share, provide for a cashless exercise feature, and wee exercisable for a period of four years from August 19, 2020. The Series C Agent Warrants expired unexercised on August 19, 2024. The Series C Preferred Stock issuable upon exercise of the Series C Agent Warrants were convertible into shares of common stock in the same manner as each respective underlying series of outstanding Series C Preferred Stock and were entitled to the same dividend rights as each respective series. The following table sets forth changes in outstanding Series C Agent Warrants: Balance Number of Balance, Conversion Preferred Series C-1 Agent Warrants 1,929 ( 1,929 ) — 2,030.00 Preferred Series C-2 Agent Warrants 219 ( 219 ) — 2,124.50 Preferred Series C-3 Agent Warrants 296 ( 296 ) — 2,012.50 2,444 ( 2,444 ) — |