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

8. Stockholders’ equity

 

Securities purchase agreements

 

On October 21, 2024, the Company entered into a securities purchase agreement with certain accredited investors, a majority of which were existing institutional stockholders of the Company, for the issuance and sale in a private placement of 1,379,314 shares of the Company's common stock (the "October 2024 Private Placement"). The offering resulted in net proceeds of $9.1 million, at a price of $7.25 per share of common stock, after deducting placement agent commissions and other offering expenses. Cash fees equal to 7% of the gross proceeds from the sale of securities in the offering and the Company issued its strategic advisor warrants to purchase 150,000 shares of common stock with an exercise price of $7.00 and an expiration date of November 2029.

On May 17, 2024, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with the Alzheimer's Drug Discovery Foundation (the "ADDF") for the issuance and sale in a private placement of 603,136 shares of the Company's common stock at a purchase price of $8.29 per share for net proceeds of $4.9 million. In connection with the Securities Purchase Agreement, the Company entered into an Agreement to Accept Conditions for Biotechnology Funding agreement (the "Funding Agreement") with ADDF, pursuant to which the proceeds received in connection with the Securities Purchase agreement shall be used for a Phase 2 study of COYA 302 in FTD.

 

On December 5, 2023, the Company entered into a securities purchase agreement with certain accredited investors for the issuance and sale in a private placement of 4,370,382 shares of its common stock at a price of $6.06 per share of common stock (the "2023 Private Placement"). The offering resulted in net proceeds of $24.0 million after deducting placement agent commissions and other offering expenses. In connection with the 2023 Private Placement and as a form of payment for services provided by a co-placement agent and financial advisor, the Company issued warrants to purchase up to 319,004 shares of common stock at an exercise price of $7.58 per share. Such warrants have a term of four years from issuance, and will be exercisable beginning six months from the closing of the 2023 Private Placement.

 

Initial public offering

 

On January 3, 2023, the Company completed its initial public offering ("IPO") in which the Company sold 3,050,000 shares of its common stock and accompanying warrants to purchase 1,525,000 shares of common stock. Each share of common stock and accompanying warrant was sold at a combined offering price of $5.00 per share. The Company issued its underwriters 213,500 warrants with an exercise price of $6.25 per warrant and a contractual term of four years as additional consideration. In connection with the IPO, the Company granted its underwriters a 30-day over-allotment option to purchase up to an additional 290,000 shares of common stock and warrants to purchase 145,000 shares of common stock. The warrants have an exercise price of $7.50 per share. On January 25, 2023, the underwriters purchased 237,804 shares of common stock and 145,000 warrants to purchase common stock at a combined offering price of $5.00 per share in connection with the over-allotment. The Company received net proceeds of $14.1 million in connection with the IPO and over-allotment option.

Common Stock Warrants

 

During its evaluation of equity classification for the Company's common stock warrants, the Company considered the conditions as prescribed within ASC 815-40, Derivatives and Hedging, Contracts in an Entity’s own Equity. The conditions within ASC 815-40 are not subject to a probability assessment. The warrants do not fall under the liability criteria within ASC 480 Distinguishing Liabilities from Equity as they are not puttable and do not represent an instrument that has a redeemable underlying security. The warrants do meet the definition of a derivative instrument under ASC 815, but are eligible for the scope exception as they are indexed to the Company’s own stock and would be classified in permanent equity if freestanding. During the years ended December 31, 2024 and 2023, 312,837 and 1,500 warrants, respectively, were exercised with a weighted average exercise price of $7.31 and $7.50, respectively.

 

Warrants outstanding and warrant activity (reflects the number of common shares as if the warrants were converted to common stock) for the year ended December 31, 2024 is as follows:

 

Warrant Type

 

Exercise Price Per Share

 

 

Expiration Date

 

Balance December 31, 2023

 

 

Warrants Granted

 

 

Warrants Exercised

 

 

Warrants Forfeited

 

 

Warrants Expired

 

 

Balance December 31, 2024

 

Common stock warrants issued related to the IPO

 

$

7.50

 

 

December 2024

 

 

1,523,500

 

 

 

-

 

 

 

(210,475

)

 

 

-

 

 

 

(1,313,025

)

 

 

-

 

Common stock warrants issued related to the Over-Allotment option

 

$

7.50

 

 

December 2024

 

 

145,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(145,000

)

 

 

-

 

Common stock warrants issued to underwriters as compensation for IPO

 

$

6.25

 

 

December 2026

 

 

230,146

 

 

 

-

 

 

 

(50,496

)

 

 

(47,947

)

 

 

-

 

 

 

131,703

 

Common stock warrants issued to placement agent as part of the convertible promissory notes conversion

 

$

6.00

 

 

January 2028

 

 

182,407

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

182,407

 

Common stock warrants issued in connection with the Series A convertible preferred stock issued in 2020

 

$

9.15

 

 

December 2025

 

 

92,184

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

92,184

 

Common stock warrants issued as compensation for the 2023 Private Placement

 

$

7.58

 

 

December 2027

 

 

319,004

 

 

 

-

 

 

 

(51,866

)

 

 

(7,755

)

 

 

-

 

 

 

259,383

 

Common stock warrants issued as compensation for the October 2024 Private Placement

 

$

7.00

 

 

November 2029

 

 

-

 

 

 

150,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

150,000

 

 

 

 

 

 

 

 

 

2,492,241

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

815,677