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Stockholders' Equity (Deficit)
12 Months Ended
Dec. 31, 2025
Stockholders' Equity (Deficit)  
Stockholders' Equity (Deficit)

Note 13 – Stockholders’ Equity (Deficit)

Authorized Capital

The Company is authorized to issue 600,000,000 shares of common stock, par value of $0.0001 per share, and 60,000,000 shares of preferred stock, par value of $0.0001 per share. The holders of the Company’s common stock are entitled to one vote per share. The Board of Directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, redemption, voting or other rights.

On June 12, 2024, at the Annual Shareholders’ Meeting, the Company proposed and the shareholders approved an increase in the authorized number of shares of the Company’s common stock from 90,000,000 to 300,000,000 at the same par value of $0.0001 per share.

On August 19, 2025, the Company filed a certificate of amendment to its Third Amended and Restated Certificate of Incorporation, as amended with the Secretary of State of Delaware to increase the authorized number of shares of common stock, par value $0.0001 per share, from 300,000,000 shares to 600,000,000 shares and the total number of shares of preferred stock, par value $0.0001 per share, from 6,000,000 shares to 60,000,000 shares.

Common Stock Issuances

Pursuant to the License and certain milestone achievements, the Company issued 7,668 shares of common stock valued at $0.4 million on April 29, 2024 to Formosa (see Note 6 – Intangible Assets).

On May 3, 2024, the Company issued Bausch + Lomb 28,742 shares of the Company’s common stock, valued at $2.3 million, in satisfaction of its obligations pursuant to the Letter Agreement (see Note 3 – Summary of Significant Accounting Policies - Bausch License Agreements).

On November 25, 2025, the Company entered into a Subscription Agreement with Merenti Management GmbH (“Merenti”), pursuant to the Advisor Agreement with Merenti dated September 22, 2025. Pursuant to the Advisor Agreement, the Company issues shares as compensation for advisory services. During the year ended December 31, 2025, the Company issued 14,882 common shares to Merenti.

At-The-Market Program

December 2021 Sales Agreement

On December 14, 2021, the Company entered into a Sales Agreement, (the “December 2021 Sales Agreement”), with Leerink Partners LLC (“Leerink Partners”) (formerly SVB Securities) under which the Company may offer and sell, from time to time at its sole discretion, shares of common stock for gross proceeds of up to $50.0 million through Leerink Partners as its sales agent, or the 2021 Offering. The issuance and sale of shares, if any, of common stock by the Company under the December 2021 Sales Agreement will be pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-261638) filed with the SEC on December 14, 2021, or the Registration Statement, and the prospectus relating to the 2021 Offering filed therewith that forms a part of the Registration Statement.

Subject to the terms and conditions of the December 2021 Sales Agreement, Leerink Partners may sell the common stock by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended.

Leerink Partners will use commercially reasonable efforts to sell the common stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay Leerink Partners a commission equal to three percent (3.0)% of the gross sales proceeds of any common stock sold through Leerink Partners under the December 2021 Sales Agreement and also has provided Leerink Partners with certain indemnification rights.

On December 30, 2024, the Company entered into an Amended and Restated Sales Agreement (the “A&R Sales Agreement”) with Chardan Capital Markets, LLC (“Chardan”) with respect to the Company’s existing at-the-market offering program. The A&R Sales Agreement amends and restates the December 2021 Sales Agreement by and between the Company and Leerink Partners to, among other things, replace Leerink Partners with Chardan as sales agent. The Company agreed to pay Chardan a commission equal to three percent (3.0)% of the gross sales proceeds of any common stock sold through Chardan under the December 2024 Sales Agreement and also provided Chardan with certain indemnification rights.

On September 24, 2025, the Company entered into an Amendment to the A&R Sales Agreement (the “Amended A&R Sales Agreement”), with respect to the Company’s existing at-the-market offering program. The Amended A&R Sales Agreement, among other things, increases the aggregate offering price under the A&R Sales Agreement from $50 million to $100 million.

On November 14, 2025, the Company entered into a new Sales Agreement with Cantor Fitzgerald & Co. and Chardan with respect to the Company’s at-the-market offering program. The new agreement increases the aggregate offering price from $100 million to $500 million and increases the total fees payable to the two sales agents from 3.0% to 4.0%.

During the years ended December 31, 2025 and 2024, the Company received approximately $39.4 million and $6.0 million in proceeds, net of offering costs of $1.3 million and $0.2 million from the sale of 5,607,759 and 70,381 shares of its common stock, respectively.

Offerings

2025 Offerings

January Offering

On January 16,2025, the Company entered into an Inducement Offer (the “January Inducement Offer”) with an Investor (the “January Investor”), by which the Company agreed to reduce the exercise price of 197,118 existing warrants (“the January Existing Warrants”) from $55.20 per share, to $5.272 per share. The January Inducement Offer had a limited exercise period, until January 17, 2025, to exercise the January Existing Warrants (the “Exercise Period”).

In connection with the January Inducement Offer, if the Investor exercised the January Existing Warrants within the Exercise Period, the Company agreed to issue 197,118 Series A Common Stock Purchase Warrants and 197,118 Series B Common Stock Purchase Warrants to purchase an additional 394,236 shares of common stock at an exercise price of $5.272 per share which may be exercised for five years from the initial exercise date. The warrants became exercisable upon receipt of stockholder approval on August 18, 2025, at the Annual Shareholders’ Meeting.

On January 17, 2025, the January Investor exercised the January Existing Warrants within the Exercise Period. The aggregate gross cash proceeds to the Company from the January Inducement Offer were approximately $1.0 million, and net cash proceeds after offering costs were approximately $0.9 million.

2024 Offerings and Warrant Modification

A summary of the 2024 offerings is presented below:

Additional

Total

Common Stock

Paid-In

Stockholders’

  ​ ​ ​

Shares

  ​ ​ ​

Amount

  ​ ​ ​

Capital

  ​ ​ ​

Equity

April Offering

 

40,297

$

4

$

1,888,825

$

1,888,829

July Offering

 

94,697

 

10

 

4,299,391

 

4,299,401

August Offering

 

160,624

 

16

 

4,451,091

 

4,451,107

September Offering

 

107,875

 

11

 

3,597,659

 

3,597,670

November Offering

 

112,500

 

11

 

1,058,792

 

1,058,803

December Offering

 

137,500

 

14

 

1,715,498

 

1,715,512

 

653,493

$

66

$

17,011,256

$

17,011,322

April Offering

On April 8, 2024, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with a single fundamentals-based healthcare investor (the “Purchaser”), pursuant to which the Company agreed to sell, in a registered direct offering by the Company directly to the Purchaser (the “April 2024 Offering”), 40,297 shares of common stock. The price per share in the April 2024 Offering was $49.63. The aggregate gross proceeds to the Company from the 2024 April Offering were $2.0 million, and net proceeds after offering costs were approximately $1.9 million.

July Offering and Warrant Amendment

On July 1, 2024, the Company closed on a registered direct offering (the “July 2024 Offering”) with certain institutional and accredited investors (the “July 2024 Investors”), pursuant to which the Company sold 94,697 shares of common stock and warrants to purchase up to 94,697 shares of common stock. The combined offering price for each share of common stock and accompanying warrant was $52.80. The Company also agreed to issue warrants to purchase an additional 21,872 shares of common stock (the “July Additional Warrants”) to one of the July 2024 Investors. All of the new warrants become exercisable six months following their issuance, at an exercise price of $55.20 per share, and may be exercised until January 2, 2030.

In connection with the July 2024 Offering, the Company entered into warrant amendment agreements (the “Amendments”) with the holders of previously issued warrants (the “Prior Warrants”) to purchase up to an aggregate of 129,828 shares of common stock, whereby the Company agreed to amend the Prior Warrants to reduce the exercise price of the Prior Warrants from $178.40 and $197.60 per share of common stock to $55.20 per share of common stock, extend the term of the Prior Warrants until January 2, 2030 and prohibit exercise of the Prior Warrants for the six-month period following the effective date of the Amendments.

The aggregate gross proceeds to the Company from the July 2024 Offering were approximately $5.0 million, and net proceeds after cash offering costs were approximately $4.3 million. Offering costs include placement agent fees of $0.4 million and Company legal fees of $0.3 million. In addition, there were $2.9 million of non-cash issuance costs which represents the value of the July Additional Warrants, plus the modification date incremental value of the modified Prior Warrants as compared to the original Prior Warrants, as an issuance cost of the warrant exercise.

August Offering

On August 21, 2024, the Company agreed to sell 160,624 shares of common stock to certain institutional and accredited investors (the “August Investors”), in some cases pursuant to a securities purchase agreement (the “August 2024 Offering”). The price per share in the August 2024 Offering was $32.00. The aggregate gross proceeds to the Company from the August 2024 Offering were approximately $5.1 million, and net proceeds after offering costs were approximately $4.5 million.

September Offering and Warrant Amendment

On September 30, 2024, the Company closed on a registered direct offering (the “September 2024 Offering”) with a certain purchaser, pursuant to which the Company sold to the purchaser 107,875 shares of common stock; pre-funded warrants to purchase up to 821 shares of common stock; and warrants to purchase up to 108,696 shares of common stock at an exercise price of $40.00 per share. The combined offering price for each share and accompanying warrant was $36.80. The combined offering price for each pre-funded warrant and accompanying Warrant was $36.79, which is equal to the purchase price per share in the September 2024 Offering, minus $0.008, the exercise price per share of the pre-funded warrants. The warrants will be exercisable beginning six months following the date of issuance and may be exercised until March 31, 2030. The aggregate gross proceeds to the Company from the September 2024 Offering were approximately $4.0 million, and net proceeds after offering costs were approximately $3.6 million. On October 1, 2024, the holder of the 821 pre-funded warrants issued in the September Offering, exercised the pre-funded warrants at a price of $0.008 per share of common stock.

In connection with the December Offering, the Company entered into an amendment of the September Offering warrants to require stockholder approval to be exercisable and the termination date to be five years after stockholder approval.

On January 21, 2025, in connection with the December Offering, the stockholders approved the exercise of the September Offering warrants, the November Offering warrants and the December Offering warrants.

November Offering and Warrant Amendment

On November 24, 2024, the Company closed on a registered direct offering (the “November 2024 Offering”) with an institutional investor, pursuant to which the Company sold to the purchaser 112,500 shares of common stock; pre-funded warrants to purchase up to 38,522 shares of common stock; and warrants to purchase up to 302,045 shares of common stock at an exercise price of $8.608 per share. The combined offering price for each share and accompanying warrant was $8.608 The combined offering price for each pre-funded warrant and accompanying Warrant was $8.60, which is equal to the purchase price per share in the November 2024 Offering, minus $0.008, the exercise price per share of the pre-funded warrants. The warrants will be exercisable beginning six months following the date of issuance and may be exercised until November 24, 2029. The aggregate gross proceeds to the Company from the November 2024 Offering were approximately $1.3 million, and net proceeds after offering costs were approximately $1.1 million. On November 25, 2024, the holder of the 38,522 pre-funded warrants issued in the November Offering, exercised the pre-funded warrants at a price of $0.008 per share of common stock.

In connection with the December Offering, the Company entered into an amendment of the November Offering warrants to require stockholder approval to be exercisable and the termination date to be five years after stockholder approval.

On January 21, 2025, in connection with the December Offering, the stockholders approved the exercise of the September Offering warrants, the November Offering warrants and the December Offering warrants.

December Offering

On December 5, 2024, the Company closed on a registered direct offering (the “December 2024 Offering”) with an institutional investor, pursuant to which the Company sold to the purchaser 137,500 shares of common stock; pre-funded warrants to purchase up to 113,563 shares of common stock; and warrants to purchase up to 502,126 shares of common stock at an exercise price of $7.752 per share. The combined offering price for each share and accompanying warrant was $7.752. The combined offering price for each pre-funded warrant and accompanying Warrant was $7.744, which is equal to the purchase price per share in the December 2024 Offering, minus $0.008, the exercise price per share of the pre-funded warrants. The warrants required stockholder approval to be exercisable and the termination date to be five years after stockholder approval. The aggregate gross proceeds to the Company from the December 2024 Offering were approximately $1.9 million, and net proceeds after offering costs were approximately $1.7 million. On December 11, 2024, the holder of the 113,563 pre-funded warrants issued in the December Offering, exercised the pre-funded warrants at a price of $0.008 per share of common stock.

On January 21, 2025, in connection with the December Offering, the stockholders approved the exercise of the September Offering warrants, the November Offering warrants and the December Offering warrants.

June 2025 Series A Preferred Stock Securities Purchase Agreement

On June 17, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with institutional accredited investors whereby the Company offered units consisting of a share of Series A Non-Voting Convertible Preferred Stock (“Series A Preferred Stock”) and a warrant to purchase six shares of common stock. On June 20, 2025, the closing date, the investors were issued an aggregate of 5,128,205 shares of Series A Preferred Stock at a price of $9.75 per share for aggregate consideration of $50,000,000. Each share of Series A Preferred Stock is convertible into three shares of common stock. The Series A Preferred Stock has a par value of $0.0001 per share. Additionally, the investors were issued five-year warrants exercisable into an aggregate of 30,769,230 shares of common stock at an exercise price of $3.25 per share exercisable beginning on December 21, 2025.

On June 20, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations to provide for the designation of 5,435,898 shares of Series A Preferred Stock. The key features of the Series A Preferred Stock are that (a) each share of Series A Preferred Stock is convertible into three shares of common stock; (b) it accrues quarterly cumulative dividends at 6% per annum payable in cash or common stock at the Company’s option; (c) it participates in declared and paid cash common stock dividends; (d) it is non-voting except for certain protective covenants; and (e) it has a liquidation preference of $50,795,000 as of December 31, 2025, equal to the original purchase price, plus any accrued and unpaid dividends.

The Company incurred cash issuance costs of $634,250 in connection with the Purchase Agreement. In addition, the placement agent, as compensation for its services, received securities valued at $3.0 million, consisting of 307,692 shares of Series A Preferred Stock and five-year warrants to purchase 1,846,153 shares of common stock at an exercise price of $3.25 per share exercisable beginning on December 21, 2025.

The Company has determined that the Series A Preferred Stock, plus the investor and placement agent warrants, qualified to be equity classified.

Warrants

During the year ended December 31, 2025, the Company agreed to reduce the exercise price of existing warrants to purchase 197,118 shares of common stock from $55.20 per share to $5.272 per share. These warrants were immediately exercised for net proceeds to the Company of approximately $0.9 million. Cash issuance costs were $116,456 (see Offerings – 2025 Offerings – January Offering).

Modification accounting was only performed on the warrants that were actually exercised pursuant to the Inducement Offer as it represented a short-term inducement. The Company recognized the $1,194,102 modification date incremental value of the modified January Existing Warrants and July Additional Warrants issued as compared to the original January Existing Warrants, as an issuance cost of the warrant exercise.

The table below presents the assumptions that were used before and after the modification date. There was no warrant activity other than on the modification date. The following inputs were utilized to value the warrants for the Inducement Offer:

  ​ ​ ​

Before Modification

  ​ ​ ​

After Modification

Risk free interest rate

4.42%

4.42%

Term

 

4.96 years

 

5.51 years

Volatility

 

110%

 

107%

Dividends

 

n/a

 

n/a

The issuance date or modification date fair value of stock warrants issued or modified during the years ended December 31, 2025 and 2024 was determined using the Black Scholes method, with the following assumptions used:

For the Years Ended

December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

Risk free interest rate

 

4.42%

4.39% - 5.22%

Expected term

 

5.51 years

0.7 - 5.5 years

Expected volatility

 

107%

86% - 118%

Expected dividends

 

n/a

n/a

A summary of the warrant activity during the year ended December 31, 2025 is presented below:

Weighted

Weighted

Average

Average

Remaining

Aggregate

Number of

Exercise

Life

Intrinsic

  ​ ​ ​

Warrants

  ​ ​ ​

Price

  ​ ​ ​

In Years

  ​ ​ ​

Value

Outstanding January 1, 2025

 

1,166,017

$

22.33

 

 

Issued

 

33,359,619

$

3.28

 

 

Repriced - (Old) (1)

 

(197,118)

$

55.20

 

 

Repriced - (New) (1)

 

197,118

$

5.27

 

 

Expired

 

(5,605)

$

207.39

 

Exercised

(699,246)

$

7.05

Outstanding December 31, 2025

33,820,785

$

3.54

4.5

$

10,110,769

Exercisable December 31, 2025

 

33,820,785

$

3.54

 

4.5

$

10,110,769

(1)

Repriced warrants represent the reset of the exercise price of certain warrants to purchase 197,118 shares of common stock to a price of $5.27 per share.

The following table presents information related to warrants as of December 31, 2025:

Warrants Outstanding

Warants Exercisable

Weighted

Outstanding

Average

Exercisable

Exercise

Number of

Remaining Life

Number of

Price

  ​ ​ ​

Warrants

  ​ ​ ​

In Years

  ​ ​ ​

Warrants

$3.2500

 

32,615,381

4.5

 

32,615,381

$4.0000

 

350,000

4.5

 

350,000

$5.2720

394,234

4.6

394,236

$8.6080

302,045

4.1

302,045

$197.5680

108,696

4.1

108,696

$217.9200

 

49,280

 

4.0

 

49,280

$380.8000

 

1,149

 

5.3

 

1,149

 

33,820,785

 

4.5

 

33,820,787

Stock-Based Compensation Expense

The Company records stock-based compensation expense related to common stock, stock options and restricted stock units, or RSUs. For the years ended December 31, 2025 and 2024, the Company recorded stock-based compensation expense allocated as follows:

  ​ ​ ​

For the Years Ended

  ​ ​ ​

December 31,

  ​ ​ ​

2025

  ​ ​ ​

2024

Research and development

 

$

389,245

$

623,049

Selling, general and administrative

5,982,767

1,081,224

 

$

6,372,012

$

1,704,273

Equity Incentive Plans

On April 7, 2020, the Company’s Board of Directors approved the Company’s Amended and Restated 2018 Omnibus Stock Incentive Plan (the “Restated Plan”), which stockholders approved on June 30, 2020. Under the Restated Plan, as amended on June 16, 2022 and June 27, 2023, 83,750 shares of the Company’s common stock are reserved for issuance. The Restated Plan requires that all equity awards issued under the Restated Plan vest at least twelve months from the applicable grant date, subject to accelerated vesting, and provides that no dividend or dividend equivalent will be paid on any unvested equity award, although dividends with respect to unvested portions of equity may accrue and be paid when, and if, the awards later vest and the shares are actually issued to the grantee. In addition, the Restated Plan sets an annual limit on the grant date fair value of awards to any non-employee director, together with any cash fees paid during the year, of $150,000, subject to certain exceptions for a non-executive chair of the Board. As of December 31, 2024, the number of securities remaining available for future issuance under equity compensation plans was 14,227. On January 21, 2025, the stockholders approved an amendment to the Company’s Amended and Restated 2018 Omnibus Stock Incentive Plan to reserve an additional 350,000 shares of the Company’s common stock for issuance.

Restricted Stock Units

A summary of the restricted stock units activity during the year ended December 31, 2025 is presented below:

Weighted

Average

Number of

Grant Date

  ​ ​ ​

RSUs

  ​ ​ ​

Price

RSUs non-vested January 1, 2025

 

4,608

$

52.00

Granted

 

2,401,725

 

5.96

Vested

 

(810,833)

 

5.91

Forfeited

 

(50,500)

 

1.31

RSUs non-vested December 31, 2025

 

1,545,000

$

6.63

Vested RSUs undelivered December 31, 2025

 

284,551

$

5.49

RSUs have been granted to directors, employees and contractors in accordance with the Company’s Amended and Restated 2018 Omnibus Stock Incentive Plan (the “2018 Omnibus Plan”). Some RSUs are subject to delayed delivery of the shares underlying the vested RSUs until the termination of grantee service.

During the year ended December 31, 2025, two executive officers entered into Employment Agreements with the Company. Per the Agreements, Hyunsu Jung received an immediately vested inducement grant and an additional market-based grant dated August 31, 2025. David Knox received an inducement grant vesting over 12 months from the grant date and an additional market-based grant dated September 29, 2025. Each of the market-based grants vest in two tranches based on the Company’s market capitalization. In applying the Barrier Option Pricing Model, the following inputs were utilized to value the grants:

  ​ ​ ​

August 31, 2025

  ​ ​ ​

September 29, 2025

Award

Award

Risk free interest rate

 

4.80%

 

4.60%

Term

 

30 years

 

30 years

Volatility

 

108%

 

106%

Dividends

 

n/a

 

n/a

As of December 31, 2025, there was $8.5 million of unrecognized stock-based compensation expense related to RSUs which will be recognized over a weighted average period of 2.0 years.

Stock Options

A summary of the option activity during the year ended December 31, 2025 is presented below:

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

Weighted

  ​ ​ ​

Weighted

Average

Average

Remaining

Aggregate

Number of

Exercise

Life

Intrinsic

  ​ ​ ​

Options

  ​ ​ ​

Price

  ​ ​ ​

in Years

  ​ ​ ​

Value

Outstanding, January 1, 2025

 

68,183

$

231.06

 

 

Granted

 

60,000

 

11.28

 

 

Exercised

 

 

 

 

Forfeited/Expired

 

(36,108)

 

240.62

 

 

Outstanding, December 31, 2025

 

92,075

$

84.17

 

7.5

$

Exercisable, December 31, 2025

 

31,281

$

222.09

 

3.1

$

The following table presents information related to stock options as of December 31, 2025:

Options Outstanding

Options Exercisable

Weighted

Average

Exercise

Number of

Remaining Life

Number of

Price

  ​ ​ ​

Options

  ​ ​ ​

In Years

  ​ ​ ​

Options

$0.01 - $19.99

60,000

$20.00 - $59.99

4,743

8.4

4,655

$60.00 - $99.99

62

8.3

34

$ 100.00+

27,270

2.3

26,592

92,075

3.1

31,281

In applying the Black-Scholes option pricing model to stock options granted, the Company used the following approximate assumptions:

For the Years Ended

December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

Expected term (years)

 

5.85

 

5.50 - 10.00

Risk free interest rate

 

4.38%

3.47% - 4.72%

Expected volatility

 

121%

80% - 87%

Expected dividends

 

0.00%

0.00%

The Company has computed the fair value of stock options granted using the Black-Scholes option pricing model. Option forfeitures are accounted for at the time of occurrence. The expected term used for options issued is the estimated period of time that options granted are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” option grants. The Company uses its historical volatility for the period from its initial public offering through the valuation date in computing the expected volatility. Accordingly, the Company is utilizing an expected volatility figure based on a review of its historical volatility over a period of time equivalent to the expected life of the instrument being valued. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. The Company has not declared dividends, is currently in the development stage and has no plan to declare future dividends at this time.

The weighted average estimated grant date fair value of the stock options granted for the years ended December 31, 2025 and 2024 was approximately $10 and $63 per share, respectively.

As of December 31, 2025, there was $617,219 of unrecognized stock-based compensation expense related to stock options which will be recognized over a weighted average period of 2.5 years.

Treasury Stock

On December 29, 2025, 82,324 shares were withheld from a delivery of RSUs to Hyunsu Jung to cover the Company’s tax obligations and are now treasury stock. The Company records repurchases of its own common stock at cost. Repurchased common stock is presented as a reduction of equity in the balance sheets. Gains resulting from differences between the cost of treasury stock and the re-issuance proceeds would be credited to additional paid-in capital. Losses resulting from differences between the cost of treasury stock and the re-issuance proceeds would be debited to additional paid-in capital.