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Note 11 - Stockholders' Equity and Common Stock Warrants
 9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Equity [Text Block]

11. Stockholders' Equity and Common Stock Warrants

 

April 2024 Private Placement

 

On April 1, 2024, pursuant to and in accordance with the terms of a securities purchase agreement with certain purchasers named therein, we completed the private placement of an aggregate of 2,083,262 common shares, 2,532,285 Series A Warrants and 449,023 Pre-Funded Warrants. The aggregate upfront gross proceeds from the 2024 Private Placement were approximately $50.0 million, before deducting approximately $3.6 million of offering fees and expenses.

 

The Pre-Funded Warrants and Series A Warrants were classified as a component of stockholders’ equity within additional paid-in capital. The Pre-Funded Warrants and Series A Warrants are equity classified because they (i) are freestanding financial instruments that are legally detachable and separately exercisable from the equity instruments, (ii) are immediately exercisable, (iii) do not embody an obligation for the Company to repurchase its shares, (iv) permit the holders to receive a fixed number of shares of common stock upon exercise, (v) are indexed to the Company’s common stock and (vi) meet the equity classification criteria.

 

Warrants

 

As of September 30, 2024, the Company had the following warrants outstanding to acquire shares of its common stock:

 

   

Outstanding

    

Range of exercise

price per share

  

Expiration dates

Historical Diffusion common stock warrants

     57,965    

$26.27

 - $375.14  

November 2024 through February 2026

Historical EIP common stock warrants

     43,618     $19.81  

April 2028

Series A common stock warrants

     2,532,285     $39.24  

The earlier of (i) April 1, 2027 and (ii) the date that is 180 days after the date the Exercise Conditions (as defined in the Series A Warrants) have been met

Pre-funded warrants issued in April 2024 Private Placement

     449,023     $0.001  

None
      3,082,891            

 

February 2024 Pre-Funded Warrant Exercise

 

On February 26, 2024, following the effectiveness of an amendment eliminating certain beneficial ownership limitations set forth therein, 499,995 previously outstanding pre-funded warrants to purchase common stock issued in connection with the closing of the Merger were exercised in full by the holder thereof pursuant to the cashless exercise provision of the pre-funded warrants. Upon exercise, 36 shares were withheld in lieu of a cash payment of the exercise price and the holder was issued 495,959 shares of common stock.

 

"At-The-Market" Sales Agreement

 

The Company was previously party to the 2022 Sales Agreement with BTIG. The 2022 Sales Agreement was an "at-the-market" sales agreement pursuant to which the Company was able to, from time to time and through BTIG as the Company’s agent, sell up to an aggregate of $20.0 million in shares of common stock by any permissible method deemed an “at-the-market offering” as defined in Rule 415(a)(4) under the Securities Act. On October 1, 2024, pursuant to and in accordance with Section 12(b) thereof, the Company notified BTIG that it was terminating the 2022 Sales Agreement effective October 11, 2024. The Company was not subject to any termination penalties or other expenses related to the termination of the 2022 Sales Agreement and, prior to termination, no shares were sold pursuant to the 2022 Sales Agreement.

 

Sale of Common stock

 

In July 2023, EIP sold 63,422 shares of common stock at $12.78 per share (as adjusted for the Exchange Ratio) for net proceeds of approximately $0.8 million.