Stockholders' Equity | 7. Stockholders’ Equity Preferred Stock The Company is authorized to issue 20,000,000 shares of preferred stock with a par value of $0.001 per share with such designation, rights and preferences as may be determined from time-to-time by the Company’s board of directors. Authority is expressly vested in the board of directors to authorize the issuance of one or more series of preferred stock. All 20,000,000 shares remained unissued as of March 31, 2023 and December 31, 2022. Common Stock The Company is authorized to issue 50,000,000 shares of common stock with a par value of $0.001 per share. The number of authorized shares of common stock may be increased or decreased (but not below the number of shares of common stock then outstanding) by an affirmative vote of the holders of a majority of the common stock. The powers, preferences, and rights of the holders of the common stock are junior to the preferred stock and are subject to all the powers, rights, privileges, preferences, and priorities of the preferred stock. The holder of each share of common stock shall have the right to one vote per share. Each holder of common stock shall be entitled to receive dividends and distributions (whether payable in cash or otherwise) as declared by the board of directors of the Company, subject to the rights of any class of preferred stock outstanding. In the event of any liquidation, dissolution or winding-up of the Company (whether voluntary or involuntary), the assets available for distribution to holders of common stock will be in equal amounts per share. During the first quarter of 2023, Scopus raised an aggregate of approximately $924,500, of which $25,000 is included in stock subscriptions receivable as of March 31, 2023, from the sale of 18,490,000 shares of common stock at a price of $0.05 per share. Warrants Each W Warrant is exercisable for one Series B Unit (“B Unit”). Each B Unit consists of one share of common stock and one Series Z Warrant (“Z Warrant”). Each Z Warrant is exercisable for one share of common stock. The exercise price of the W Warrant is $4.00, and the exercise price of the Z Warrant is $5.00. The W Warrants became exercisable on October 1, 2021 and the Z Warrants became exercisable on July 1, 2022. The W Warrants and Z Warrants expire on September 30, 2026 and June 30, 2027, respectively, unless previously exercised. In October 2022, in connection with a recapitalization of Duet, Scopus entered into exchange agreements with the holders of 10,439,670 W Warrants, exercisable into an aggregate of 20,879,340 shares of Scopus common stock, pursuant to which such W Warrants were exchanged for 1,043,989 Duet Shares previously owned by Scopus (the “Warrant Exchanges”). Each W Warrant was exchanged for one Subsequent to the Warrant Exchanges, Scopus held an approximately 90% financial interest in Duet. As such, the Warrant Exchanges resulted in a deficit to the noncontrolling interest account of $379,522, which represents the portion of Duet’s noncontrolling stockholders’ interest in the negative book value of Duet at the date of the Warrant Exchanges. As of March 31, 2023, 1,414,539 Scopus warrants were outstanding and exercisable at a weighted-average exercise price of $3.56. As of March 31, 2023, the remaining contractual term of the outstanding warrants was 3.3 years. Of the 1,414,539 Scopus warrants outstanding as of March 31, 2023, 1,164,539 are W Warrants and 250,000 are warrants exercisable into one share of common stock each, at an exercise price of $1.50 per warrant, with an expiration date of October 3, 2025. AIOs As of March 31, 2023, the Company had outstanding Series A Additional Investment Options (the “Series A AIOs”) to purchase 1,500,000 shares of Common Stock and Series B Additional Investment Options (the “Series B AIOs,” together with the Series A AIOs, the “AIOs”) to purchase 1,500,000 shares of common stock, at a purchase price of $3.25 per share. The Series A AIOs are exercisable immediately and have a term of five years starting on January 18, 2022 and have an exercise price of $3.125 per share. The Series B AIOs became exercisable upon effectiveness of that certain Registration Statement on Form S-3 (File No 333-261991), which was declared effective by the SEC on January 18, 2022, and have a term of five years starting on January 18, 2022 and have an exercise price of $3.125 per share. In addition, as of March 31, 2023, certain AIOs issued to a placement agent during 2021 were outstanding (the “Placement Agent AIOs”), which allow the placement agent to purchase up to 225,000 shares of common stock. The Placement Agent AIOs have an exercise price equal to $4.0625, with a term of five years following January 18, 2022. As of March 31, 2022, no AIOs or Placement Agent AIOs have been exercised or forfeited. As of March 31, 2023, an aggregate of 3,225,000 AIOs and Placement Agent AIOs were outstanding at a weighted-average exercise price of $3.19. As of March 31, 2023, the remaining contractual term of the outstanding AIOs was 3.6 years. Contingent Common Stock As a result of the Company’s acquisition of Bioscience Oncology in June 2021, the previous shareholders of Bioscience Oncology are eligible to receive remaining contingent consideration of up to approximately 1.3 million shares of common stock upon the achievement of a specified milestone, which will be recorded when it is determined the corresponding milestone is probable to be achieved. Noncontrolling Interest In connection with the Warrant Exchanges, Duet’s certificate of incorporation was amended and restated to authorize (i) an additional 50,000,000 shares of capital stock and (ii) the redesignation of its common stock to include shares of Class A common stock (“Class A Common Stock”) and shares of Class B common stock (“Class B Common Stock”). The Class A Common Stock and Class B Common Stock are identical, except that the holders of Class A Common Stock are entitled to ten votes per share and holders of Class B Shares are entitled to one vote per share. All of the outstanding shares of Class A Common Stock are owned by Scopus. In addition, each share of Class A Common Stock is convertible, at the option of Scopus in its sole discretion, at any time into one share of Class B Common Stock. Each share of Class A Common Stock is automatically convertible into one share of Class B Common Stock if it is held by anyone other than Scopus or a permitted transferee. During the fourth quarter of 2022, Duet raised $276,065 from third-party investors in connection with the Duet Private Placement. During the first quarter of 2023, in connection with the Duet Private Placement, Duet raised an additional $1,089,603. The related issuance costs were approximately $84,072. Of the total aggregate proceeds of $1,365,668 from the Duet Private Placement through March 31, 2023, $3,578 and $33,950 were included in stock subscriptions receivable in the accompanying condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022, respectively. During the three months ended March 31, 2023, the Duet Private Placement resulted in an increase to the deficit of the noncontrolling interest of $35,228, which represents the additional portion of Duet’s noncontrolling stockholders’ interest in the negative book value of Duet at the dates of issuances of the Duet Shares. After giving effect to the Warrant Exchanges and the Duet Private Placement, Scopus continues to be the controlling stockholder of Duet with voting control of approximately 98%. |