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Stockholders’ Equity
 12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Stockholders’ Equity

10. Stockholders’ Equity

 

Capital Stock

 

At December 31, 2023, the Company’s authorized capital stock consisted of 65,000,000 shares of $.001 par value common stock, of which 25,506,012 shares were outstanding, and 2,500,000 shares of $.001 par value preferred stock, of which 854,134 shares were outstanding.

 

In 2024, several of the Company’s preferred shareholders elected to convert 536,557 shares of Series A Convertible Preferred Stock into 5,365,570 shares of common stock, in accordance with the Securities Purchase Agreement dated May 15, 2022. The cost basis of the shares transferred is $5.75 per share.

 

In 2024, several of the Company’s investors exercised 1,827,357 common stock warrants at exercise prices ranging between $8.05 and $9.50 per share, which generated approximately $14.7 million in cash. The 1,827,357 common stock warrants were net of shares withheld for exercise price.

 

At December 31, 2024, the Company’s authorized capital stock consisted of 95,000,000 shares of common stock, of which 37,143,242 shares were outstanding, and 2,500,000 shares of preferred stock, including 1,850,000 shares designated as Series A Preferred Stock, of which 317,577 shares were outstanding. As of December 31, 2024, no dividends have been declared on the Company’s capital stock.

 

Sale and Issuance of Stock

 

On April 22, 2024, pursuant to an Open Market Sale AgreementSM with Jefferies LLC, as agent, the Company sold 285,714 shares of common stock in a single transaction at a price of $17.50 per share, generating gross proceeds of $5.0 million.

 

On May 8, 2024, pursuant to an Open Market Sale Agreement with Jefferies LLC, as agent, the Company sold 149,700 shares of common stock in a single transaction at a price of $17.65 per share, generating gross proceeds of $2.6 million.

 

Commissions and other offering expenses related to the Open Market Sale Agreement transactions in April and May 2024 were $0.3 million.

 

  

On May 30, 2024, the Company entered into an underwriting agreement with Leerink Partners LLC, TD Securities (USA) LLC and Stifel, Nicolaus & Company, Incorporated as representatives of the several underwriters relating to the issuance and sale of 3,871,000 shares of common stock, at a price to the public of $15.50, generating gross proceeds of approximately $60.0 million. The offering closed on May 31, 2024 and resulted in net proceeds to the Company of approximately $56.3 million after deducting underwriting discounts and other offering expenses payable by the Company. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes, which may include capital expenditures, research and development expenditures, clinical trial expenditures, expansion of business development activities and other general corporate purposes.

 

Pre-Funded Warrants

 

On October 18, 2023, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain investors (the “Investors”) pursuant to which the Company agreed to sell to the Investors in a private placement pre-funded warrants to purchase up to 5,747,787 shares of the Company’s common stock, par value $0.001 per share. Each Warrant to purchase one share had a purchase price of $8.699 per share, and an exercise price of $0.001 per share for the common stock issuable upon exercise of the Warrant.

 

The closing of the Private Placement occurred on October 20, 2023, and resulted in gross proceeds to the Company of approximately $50.0 million, before deducting offering expenses of approximately $0.1 million.

 

Each Warrant is immediately exercisable and will not expire. Under the terms of the Warrants, the Company may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of any Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates, other persons acting or who could be deemed to be acting as a group together with the holder or any of the holder’s affiliates, and any other persons whose beneficial ownership of common stock would or could be aggregated with the holder’s or any of the holder’s affiliates for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) would exceed 4.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is calculated in accordance with Section 13(d) of the Exchange Act and the applicable regulations of the SEC (the “Maximum Percentage”). A holder may reset the Maximum Percentage to a higher percentage (not to exceed 19.99%), effective 61 days after written notice to the Company, or a lower percentage, effective immediately upon written notice to the Company. Any such increase or decrease will apply only to that holder and not to any other holder of Warrants.

 

The Securities Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties and termination provisions.

 

Warrants

 

At December 31, 2024:

              
Issue Date  Expiration
Date		  # of Warrants
Outstanding		   Exercise
Price		   Offering
1/21/2016  1/14/2026   33,719   $7.56   private placement offering - issued to placement agent
5/2/2016  5/2/2026   21,530   $7.56   private placement offering - issued to placement agent
4/28/2017  4/28/2027   33,250   $8.42   private placement offering - issued to placement agent
5/17/2017  5/17/2027   15,365   $8.42   private placement offering - issued to placement agent
9/22/2017  9/19/2025   70,000   $10.45   IPO - issued to underwriter
4/8/2021  4/8/2031   26,042   $14.40   debt financing - issued to lender
5/30/2024  5/30/2034   84,227   $14.84   debt financing – issued to lender
5/30/2024  5/30/2034   19,649   $14.84   debt financing – issued to lender
12/9/2022  see below   5,217,370   $8.05   securities purchase agreement - issued to institutional and other accredited investors
10/18/2023  see above   5,747,787   $0.001   private placement offering - issued to investors
Total Warrants Outstanding      11,268,939         

 

  

At December 31, 2024 and 2023, the Company had warrants to purchase 11,268,939 and 13,011,520 shares of common stock outstanding, at a weighted average exercise price of $4.04 and $4.53, respectively. A total of 1,842,913 and 2,369 warrants were exercised in the years ended December 31, 2024 and 2023, respectively. There were 3,544 warrants that expired in 2024.