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STOCKHOLDERS’ EQUITY
 3 Months Ended
Mar. 31, 2026
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

 

6. STOCKHOLDERS’ EQUITY

 

Authorized and Issued Capital

 

The Company’s authorized capital consists of 200,000,000 shares of common stock, $0.000001 par value per share, and 10,000,000 shares of preferred stock, $0.000001 par value per share. As of March 31, 2026 and December 31, 2025, there were 23,711,677 and 23,245,203 shares of common stock issued and outstanding, respectively. There were no shares of preferred stock outstanding as of March 31, 2026 or December 31, 2025.

 

Funding Agreements

 

November 2025 ATM Facility

 

During the three months ended March 31, 2026, the Company sold 198,793 shares of common stock at a weighted-average price of $2.68 per share for net proceeds of $519,624, before the amortization of deferred offering costs of $653, under the ATM Facility. As of March 31, 2026, the Company had approximately $99.5 million in remaining capacity under its ATM Facility (see Note 1).

 

Committed Equity Facility

 

On March 27, 2025, the Company entered into a Committed Equity Facility with B. Riley giving the Company the right, but not the obligation, to sell to B. Riley over a 36-month period up to the lesser of (i) $50 million of newly issued shares of our common stock and (ii) 3,904,374 shares of the Company’s common stock. The price per share of common stock sold to B. Riley is determined by reference to the daily volume weighted-average price of the Company’s common stock as defined within the Committed Equity Facility less a 3% discount, subject to certain limitations and conditions, as calculated on each day the Company sells shares of its common stock under the Committed Equity Facility. The total net proceeds that the Company will receive under the Committed Equity Facility will depend on the quantity, frequency and prices at which the Company sells common stock to B. Riley. During the three months ended March 31, 2026, there were no sales to B. Riley under the Committed Equity Facility.

 

Issuance of Common Stock for Non-Cash Consideration

 

The Company measures and recognizes compensation expense for share-based stock awards based on estimated fair values equaling either the market value of the shares issued, or the value of consideration received, whichever is more readily determinable. During the three months ended March 31, 2026, the Company issued 50,000 shares of restricted common stock that immediately vested in exchange for services provided to the Company and recorded a non-cash expense of $138,500 based on the fair market value of the restricted stock award on the issuance date, which amount was included in general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations.

 

Reserved Shares

 

As of March 31, 2026, the Company reserved the following shares of common stock for issuance upon the (i) exercise of outstanding warrants, (ii) issuance of shares reserved under the Committed Equity Facility, (iii) exercise of issued and outstanding stock option awards and restricted stock unit awards, and (v) to reserve the remaining shares available for grant under the 2024 Stock Incentive Plan (“2024 Plan”):

    
   March 31, 2026 
Shares of common stock reserved under the Committed Equity Facility   3,364,407 
Shares reserved for issuance under the 2024 Plan   3,346,601 
Stock option awards issued and outstanding   1,841,977 
Warrants issued and outstanding to purchase common stock   922,096 
Restricted stock unit awards issued and outstanding   277,681 
Total   9,752,762 

 

The number of shares of common stock reserved for issuance above excludes shares available for issuance under the ATM Facility.