Stockholders’ Equity | Note 6 — Stockholders’ Equity Authorized Capital and Stock Split On February 23, 2022, the Company filed with the Secretary of State of the State of Delaware an amended and restated certificate of incorporation (the “A&R COI”), which became effective immediately. The Company’s board of directors and stockholders approved the A&R COI to be effective upon the closing of the IPO. There was no change to the Company’s authorized shares of common stock and preferred stock of 250,000,000 shares and 10,000,000 shares, respectively, or the par value, which is $0.00001 for both common and preferred stock. Prior to this amendment, the Company had designated 1,150,000 shares of preferred stock, with par value $0.00001 per share. In addition, on February 23, 2022 and in connection with the closing of the IPO, the Company’s board of directors adopted Amended and Restated Bylaws. Common Stock As of June 30, 2022 and December 31, 2021, there were 12,229,399 and 3,200,000 shares of common stock issued and outstanding, respectively. Holders of the Company’s common stock are entitled to one vote for each share held of record, and are entitled upon liquidation of the Company to share ratably in the net assets of the Company available for distribution after payment of all obligations of the Company and after provision has been made with respect to each class of stock, if any, having preference over the common stock, currently including the Company’s preferred stock. The shares of common stock are not redeemable and have no preemptive or similar rights. On February 17, 2022, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Boustead Securities, LLC, acting as representative of the underwriters (“Boustead”), in relation to the Company’s IPO, pursuant to which the Company agreed to sell to the underwriters an aggregate of 2,222,222 shares of the Company’s common stock, at a price of $9.00 per share. The IPO closed on February 23, 2022, and resulted in net proceeds to the Company, after deducting the 8% underwriting discount, and other offering costs, of approximately $17.1 million. Pursuant to the Underwriting Agreement, the Company issued to Boustead warrants to purchase 111,111 shares of common stock. The warrants are exercisable, at the option of the holder, at a per share exercise price equal to $10.35 and are exercisable at any time and from time to time, in whole or in part, starting on February 23, 2022 and terminating on February 11, 2027. The Company evaluated the terms of the warrants issued at the close of the IPO and determined that they should be classified as equity instruments based upon accounting guidance provided in ASC 480 and ASC 815-40. Since the Company determined that the warrants were equity-classified, the Company recorded the proceeds from the IPO, net of issuance costs, within common stock at par value and the balance of the net proceeds to additional paid in capital. As of June 30, 2022, the outstanding warrants are exercisable into 111,111 shares of common stock whose fair value was $2.13 per share, based on the closing trading price on that day. Private Investment in Public Equity On April 19, 2022, the Company consummated the closing of a private placement (the “April Private Placement”), pursuant to the terms and conditions of a securities purchase agreement, dated as of April 13, 2022. At the closing of the April Private Placement, the Company issued 590,406 shares of common stock (the “Shares”), pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 590,406 shares of common stock and preferred investment options (the “Preferred Investment Options”) to purchase up to an aggregate of 1,180,812 shares of common stock. The purchase price of each Share together with the associated Preferred Investment Option was $6.775, and the purchase price of each Pre-Funded Warrant together with the associated Preferred Investment Option was $6.774. The aggregate net cash proceeds to the Company from the April Private Placement were approximately $6.9 million, after deducting placement agent fees and other offering expenses. H.C. Wainwright & Co., LLC (“Wainwright”) acted as the exclusive placement agent for the April Private Placement. The Pre-Funded Warrants had an exercise price of $0.001 per share, were exercisable on or after April 19, 2022, and were exercisable until the Pre-Funded Warrants were exercised in full. The Pre-Funded Warrants were exercised in full on May 24, 2022, and as such the Company issued 590,406 shares of common stock on that date. The Preferred Investment Options are exercisable at any time on or after April 19, 2022 through April 20, 2026, at an exercise price of $6.65 per share, subject to certain adjustments as defined in the agreement. The Company agreed to pay Wainwright a placement agent fee and management fee equal to 7.5% and 1.0%, respectively, of the aggregate gross proceeds from the April Private Placement and reimburse certain out-of-pocket expenses up to an aggregate of $85,000. In addition, the Company issued warrants to Wainwright (the “Wainwright Warrants”) to purchase up to 70,849 shares of common stock. The Wainwright Warrants are in substantially the same form as the Preferred Investment Options, except that the exercise price is $8.46875. The form of the Preferred Investment Options is a warrant, and as such the Preferred Investment Options, the Pre-Funded Warrants, and the Wainwright Warrants are collectively referred to as the “Private Placement Warrants”. Further, upon any exercise for cash of any Preferred Investment Options, the Company agreed to issue to Wainwright additional warrants to purchase the number of Shares equal to 6.0% of the aggregate number of Shares underlying the Preferred Investment Options that have been exercised, also with an exercise price of $8.46875 (the “Contingent Warrants”). The maximum number of Contingent Warrants issuable under this provision is 70,849. In connection with the April Private Placement, the Company entered into a Registration Rights Agreement with the purchasers, dated as of April 13, 2022 (the “April Registration Rights Agreement”). The April Registration Rights Agreement provides that the Company shall file a registration statement covering the resale of all of the registrable securities (as defined in the April Registration Rights Agreement) with the Securities and Exchange Commission (the “SEC”) no later than the 20th calendar day following the date of the April Registration Rights Agreement and have the registration statement declared effective by the SEC as promptly as possible after the filing thereof, but in any event no later than the 45th calendar day following April 13, 2022 or, in the event of a full review by the SEC, the 75th day following April 13, 2022. The registration statement on Form S-1 required under the Registration Rights Agreement was filed with the SEC on May 3, 2022, and became effective on May 20, 2022. Upon the occurrence of any Event (as defined in the April Registration Rights Agreement), which, among others, prohibits the Purchasers from reselling the securities for more than ten consecutive calendar days or more than an aggregate of fifteen calendar days during any 12-month period, and should the registration statement cease to remain continuously effective, the Company is obligated to pay to each purchaser, on each monthly anniversary of each such Event, an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate subscription amount paid by such purchaser in the April Private Placement. As of June 30, 2022, the Company determined that the likelihood of the Company incurring liquidated damages pursuant to the April Registration Rights Agreement is remote, and as such no accrual of these payments is required as of June 30, 2022. The Company evaluated the terms of the Private Placement Warrants and determined that they should be classified as equity instruments based upon accounting guidance provided in ASC 480 and ASC 815-40. Since the Company determined that the Private Placement Warrants were equity-classified, the Company recorded the proceeds from the April Private Placement, net of issuance costs, within common stock at par value and the balance of the net proceeds to additional paid in capital. As of June 30, 2022, the outstanding Private Placement Warrants are exercisable into 1,251,661 shares of common stock whose fair value was $2.13 per share, based on the closing trading price on that day. In August 2022, the investors in the April Private Placement, agreed to cancel their preferred investment options issued in the April Private Placement, as part of their participation in the August Private Placement. See Note 11. The Company evaluated the terms of the Contingent Warrants and determined that they should be classified as a liability based upon accounting guidance provided in ASC 815-40. The Company measured the liability upon the close of the April Private Placement and at June 30, 2022, using a Monte Carlo simulation. See Note 3. Since the Contingent Warrants are a form of compensation to the placement agent, the Company recorded the value of the liability of approximately $36,000, as a reduction of additional paid in capital, with subsequent changes in the value of the liability recorded in other income (expense) in the accompanying condensed statements of operations. As of June 30, 2022, the value of the Contingent Warrants was approximately $5,000, and none of the Contingent Warrants have been issued, as no Preferred Investment Options have been exercised. Preferred Stock Prior to the close of the IPO, the Company had designated 1,150,000 shares of preferred stock as Series Seed Preferred Stock (“Series Seed”), with an original issue price of $6.09 per share (the “Original Issue Price”). As of June 30, 2022 and December 31, 2021, there were 0 and 1,146,138 shares issued and outstanding, respectively. Conversion Each share of the Series Seed was convertible, at the option of the holder, at any time and from time to time, and without the payment of additional consideration by the holder, at a conversion price of $1.52 per share, subject to certain adjustments for stock splits, stock dividends, recapitalizations, and similar corporate transactions, into fully paid and non-assessable shares of the Company’s common stock. Each Series Seed share was automatically convertible into common stock of the Company, at the then-effective conversion price, upon the closing of a firmly underwritten public offering netting proceeds of at least $50 million with an offering price of at least three hundred percent (300%) of the Original Issue Price of the Series Seed. On February 18, 2022, the majority of the holders of the Series Seed approved the automatic conversion of the outstanding shares of the Series Seed and all related accrued and unpaid dividends, upon the close of the IPO. The number of conversion shares to be issued upon the close of the IPO were to be calculated in accordance with the original conversion terms provided by the Company’s Amended and Restated Certificate of Incorporation (“COI”) dated July 1, 2019. This conversion occurred on February 23, 2022, upon the close of the Company’s IPO. Dividends Holders of the Series Seed were entitled to receive cumulative dividends at a per share rate of 8% per annum, compounded annually, on the initial investment amount commencing on the date of issue. Dividends were payable only when, as, and if declared by the Board of Directors or upon a Liquidation Event, as described below. Dividends on Series Seed were in preference to any dividend on the Company’s common stock. Upon the close of the IPO, aggregate cumulative dividends of $1,586,162 or $1.38 per Series Seed share were automatically converted into shares of common stock. Liquidation Preference In the event of certain voluntary or involuntary acquisition or sale transactions or upon the liquidation, dissolution or winding up of the Company (each, a “Liquidation Event”), the holders of Series Seed were entitled to receive out of the proceeds or assets of the Company legally available for distribution to its stockholders (the “Proceeds”), prior and in preference to any distribution of the Proceeds of such Liquidation Event to the holders of shares of common stock by reason of their ownership thereof, an amount (“the Liquidation Preference Amount”) determined based on the provisions of the Company’s COI. The COI provided that the Liquidation Preference Amount be calculated upon the occurrence of a Liquidation Event, based on the Company’s achievement of a Pre-Clinical Milestone and a Qualified Financing, both as defined in the COI. Per the provisions of the COI, if a Liquidation Event occurred before a Pre-Clinical Milestone was achieved, the Liquidation Preference Amount would be equal to two times the Series Seed Original Issue price per share, plus unpaid cumulative dividends. If a Liquidation Event occurred after a Pre-Clinical Milestone was achieved, and after a Qualified Financing was completed, then the Liquidation Preference Amount would be equal to one times the Series Seed Original Issue price, plus unpaid cumulative dividends. If a Liquidation Event occurred after a Pre-Clinical Milestone was achieved and before a Qualified Financing was completed, the Liquidation Preference Amount would be equal to the greater of (a) such amount per share as such holder would have been entitled to receive after a Qualified Financing or (b) two times the Series Seed Original Issue price, plus unpaid cumulative dividends. As of December 31, 2021, and all other prior historical periods, the Liquidation Preference Amount was equal to two times the Series Seed Original Issue Price per share, plus unpaid cumulative dividends. In the event that the Proceeds were insufficient to enable the distribution in full of the Liquidation Preference Amount to the holders of the Series Seed for all of the preferred shares held by them, all of the Proceeds were to be distributed among the holders of Series Seed on a pro rata basis. Upon completion of the distribution required to the holders of Series Seed, all of the remaining Proceeds available for distribution to stockholders were to be distributed among the holders of common shares and preferred shares, on an as-converted basis, pro rata based on the number of common shares held by each such holder. However, if upon the occurrence of a Liquidation Event, the Liquidation Preference Amount the Series Seed stockholders were entitled to receive is two times the Original Issue Price per share, plus unpaid cumulative dividends, after such distribution is made, then the remaining Proceeds available for distribution to stockholders were to be distributed among the holders of common shares, pro rata based on the number of common shares held by each such holder. Voting On any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Series Seed were entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Series Seed held by such holder were convertible as of the record date for determining stockholders entitled to vote on such matter. Holders of Series Seed were entitled to vote together with the holder of common stock as a single class. Holders of Series Seed were entitled to nominate two out of five of the Company’s directors. Equity Incentive Plans The Company’s 2019 Equity Incentive Plan (the “2019 Plan”) was adopted by its board of directors and by its stockholders on July 1, 2019. The Company has reserved 1,400,000 shares of common stock for issuance pursuant to the 2019 Plan. There were no share-based awards granted under the 2019 Plan during the three and six months ended June 30, 2022 and 2021. In addition, on February 23, 2022 and in connection with the closing of the IPO, the Company’s board of directors adopted the Company’s 2022 Equity Incentive Plan (the “2022 Plan”), which is the successor and continuation of the Company’s 2019 Plan. Under the 2022 Plan, the Company may grant stock options, restricted stock, restricted stock units, stock appreciation rights, and other forms of awards to employees, directors and consultants of the Company. Upon its effectiveness, a total of 1,600,000 shares of common stock were reserved for issuance under the 2022 Plan. The stock options granted during the three and six months ended June 30, 2022 were granted under the 2022 Plan. As of June 30, 2022, there are 104,820 options available for issuance under the 2022 Plan. Stock Options The following summarizes activity related to the Company’s stock options under the 2019 Plan and the 2022 Plan for the six months ended June 30, 2022: Number of Weighted Total Weighted Outstanding as of December 31, 2021 780,640 $ 0.01 $ 532,787 8.1 Granted 714,540 6.34 — — Forfeited / cancelled — — — — Exercised — — — — Outstanding as of June 30, 2022 1,495,180 3.04 $ 1,653,005 8.7 Options vested and exercisable as of June 30, 2022 891,722 $ 2.56 $ 1,134,252 8.5 The fair value of options granted in 2022 was estimated using the following assumptions: For the 2022 Exercise price $ 2.55 – 6.45 Term (years) 5.00 – 10.00 Expected stock price volatility 114.5% – 121.2 % Risk-free rate of interest 2.9% – 3.1 % The weighted average grant date fair value of stock options granted during the three and six months ended June 30, 2022 was $3.56. The aggregate fair value of stock options vested during the three and six months ended June 30, 2022 was approximately $1.4 million and $1.5 million, respectively. Of the total stock options granted during the three and six months ended June 30, 2022, 200,000 stock options were granted to the Company’s Chief Executive Officer (“CEO”), Chairman, and significant stockholder, 200,000 stock options were granted to the Company’s Chief Business Officer (“CBO”), and 100,000 stock options were granted to the Company’s Chief Financial Officer (“CFO”). Additionally, the Company granted 4,655 stock options to three of the Company’s non-executive directors, and 50,575 stock options to one non-executive director. The grant-date fair value of the stock options granted to the CEO, CBO, and CFO was approximately $0.7 million, $0.7 million, and $0.4 million, respectively, of which approximately $0.7 million, $0.5 million, and $0.1 million, respectively, was recognized as stock-based compensation expense during the three and six months ended June 30, 2022. The grant-date fair value of the stock options granted to the non-executive directors was approximately $0.2 million in the aggregate, of which approximately $0.1 million was recognized as stock-based compensation expense during the three and six months ended June 30, 2022. Stock-Based Compensation Stock-based compensation expense for the three and six months ended June 30, 2022 and 2021 was as follows: For the Three Months Ended For the Six Months Ended 2022 2021 2022 2021 General and administrative $ 932,211 $ 10,958 $ 938,628 $ 23,876 Research and development 514,916 23,966 527,831 52,769 Total $ 1,447,127 $ 34,924 $ 1,466,459 $ 76,645 As of June 30, 2022, unrecognized stock-based compensation expense relating to outstanding stock options is approximately $1.1 million, which is expected to be recognized over a weighted-average period of 1.96 years. |