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Common Stock | 12 Months Ended
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Dec. 30, 2024
Common Stock |
Common Stock | Note 7 - Common Stock As of December 31, 2024, the Company was authorized to issue 175 million shares of common stock par value $0.001 per share, of which 96,097,485 and 81,898,321 shares were issued as of December 31, 2024 and December 31, 2023, respectively. Common Stock Issued Pursuant to License Agreement On March 12, 2024, the Company issued 129,132 shares of restricted common stock to EpiCypher, Inc. at a price of $0.97 per share as partial consideration for license rights in connection with a License Agreement between EpiCypher and Belgian Volition. Equity Capital Raises 2024 On August 8, 2024, the Company entered into a securities purchase agreement with a purchaser pursuant to which the Company issued and sold to such purchaser, in a registered direct offering pursuant to the Company’s “shelf” registration statement on Form S-3 (declared effective by the SEC on November 8, 2021, File No. 333-259783) (as amended and supplemented from time to time, the “2021 Form S-3”) (the “2024 Equity Capital Raise”), an aggregate of 9,170,000 shares of the Company’s common stock, pre-funded warrants to purchase up to 3,557,273 shares of the Company’s common stock (the “Pre-Funded Warrants”), Series A common stock warrants to purchase up to 12,727,273 shares of the Company’s common stock (the “Series A Warrants”) and Series B common stock warrants to purchase up to 12,727,273 shares of the Company’s common stock (the “Series B Warrants” and, together with the Series A Warrants, the “Common Warrants” and, together with the shares of common stock offered in the 2024 Equity Capital Raise and the Pre-Funded Warrants, the “August 2024 Securities”). The Pre-Funded Warrants have an exercise price of $0.001, are immediately exercisable and can be exercised at any time after their original issuance until such Pre-Funded Warrants are exercised in full. Each of the respective Common Warrants have an exercise price of $0.57 per share. The Series A Warrants are exercisable on or after February 12, 2025 (the “Initial Exercise Date”) and will be exercisable until the earlier of (a) the two (2) year anniversary of the Initial Exercise Date and (b) the date that is 60 days following the Company’s public announcement on a Current Report on Form 8-K of the occurrence of the Company entering into one or more agreements relating to the development and commercialization of a product, technology, or process in the human space, provided at least one such agreement covers a territory that includes all or a part of the European Union, the United States, the United Kingdom, Japan, or China, and which, during the term of all such agreements and pursuant to the terms thereof, collectively such agreements include aggregate (i) potential milestone payments to the Company of at least $10.0 million, or (ii) potential milestone payments to the Company of at least $5.0 million and potential total payments of at least $20.0 million. The Series B Warrants are exercisable on or after the Initial Exercise Date, and will be exercisable until the earlier of (a) the five (5) year anniversary of the Initial Exercise Date and (b) the date that is six (6) months following the Company’s public announcement on a Current Report on Form 8-K of the occurrence of the Company or a third party receiving the first U.S. Food and Drug Administration (“FDA”) approval of a product, technology, or process in the human space utilizing the Company’s intellectual property, provided, however, that the FDA’s approval of a protocol for a clinical trial of a product, technology, or process in the human space, or the FDA’s acceptance of data from invitro trials or in vivo animal trials, shall not constitute “FDA approval” for purposes of this definition of this milestone. H.C. Wainwright & Co. acted as the exclusive placement agent for the Company in the offering. The combined offering price for a share of common stock and accompanying Common Warrants was $0.55 and the combined offering price for a Pre-Funded Warrant and accompanying Common Warrants was $0.549. The net proceeds received by the Company for the issuance and sale of the August 2024 Securities was $6.4 million, before deducting offering expenses of $0.1 million paid by the Company. In addition, the Company issued warrants to designees of the placement agent to purchase an aggregate of 381,818 shares of Company common stock on substantially the same terms as the Series B Warrants at an exercise price of $0.6875 per share. The net proceeds above assumes the exercise of the Pre-Funded Warrants but excludes any proceeds arising from the exercise of the Common Warrants or the placement agent warrants. On December 5, 2024, the Company entered into a securities purchase agreement with several purchasers, including certain of its directors and executive officers (the “Insider Investors”), pursuant to which the Company issued and sold to such purchasers, in a registered direct offering pursuant to the 2021 Form S-3, an aggregate of (i) 445,648 shares to the Insider Investors at an offering price of $0.5722 per share and (ii) a further 2,857,389 shares of our common stock (the “Warrant Investor Shares” and, together with the Insider Shares, the “December 2024 Shares”), together with 2,857,389 common stock purchase warrants to purchase up to 2,857,389 shares of our common stock (the “Form A Warrants”) and 2,857,389 common stock purchase warrants to purchase up to 1,428,693 shares of our common stock (the “Form B Warrants” and, together with the Form A Warrants, the “December 2024 Warrants”), at a combined offering price of $0.5722 per Warrant Investor Share and accompanying December 2024 Warrants, to certain existing stockholders of the Company and new investors (collectively, the “Warrant Investors”). The December 2024 Shares, Form A Warrants, and Form B Warrants were separately issued. Each Form A Warrant has an exercise price per share of $0.5722 and each Form B Warrant has an exercise price per share of $0.71525. Each December 2024 Warrant is exercisable on or after December 9, 2024 through and until December 9, 2029. The net proceeds received by the Company for the issuance and sale of the December 2024 Shares and the December 2024 Warrants was $1.9 million, before deducting offering expenses of $0.1 million paid by the Company. The net proceeds above excludes any proceeds arising from the exercise of the December 2024 Warrants. 2023 On February 17, 2023, the Company entered into an underwriting agreement with Newbridge Securities Corporation (“Newbridge”) in connection with an underwritten public offering of 4,945,000 shares of the Company’s common stock, which includes Newbridge’s exercise in full of its overallotment option, pursuant to the “2021 Form S-3”. The public offering price was $1.75 per share. The underwriter purchased the shares from the Company at a price of $1.6275 per share on February 22, 2023, after taking into account the underwriting discounts and commissions. The net proceeds received by the Company for the sale and issuance of the shares were approximately $8.0 million, before deducting offering expenses of $0.2 million paid by the Company. On June 1, 2023, the Company entered into an underwriting agreement with Prime Executions, Inc. dba Freedom Capital Markets (“Freedom”) acting as the book-running manager of the offering and Bancroft Capital, LLC acting as co-manager in connection with an underwritten public offering of 14,950,000 shares of the Company’s common stock, which includes Freedom’s exercise in full of its overallotment option, pursuant to the 2021 Form S-3. The underwriter purchased 13,000,000 shares and 1,950,000 shares from the Company on June 5 and June 23, 2023, respectively. The public offering price was $1.27 per share. The underwriter purchased the shares from the Company at a price of $1.1811 per share. The net proceeds received by the Company for the sale and issuance of the shares were approximately $17.6 million, before deducting offering expenses of $0.1 million paid by the Company. In addition, the Company issued warrants to purchase an aggregate of 448,500 shares of Company common stock to Freedom, at an exercise price of $2.00 per share. The Company evaluated the warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in ASC 480 and ASC 815-40. The Company determined the warrants issued in the Freedom offering failed the indexation guidance under ASC 815-40, specifically, the warrants provide for a Black-Scholes value calculation in the event of certain transactions (“Fundamental Transactions”), which includes a floor on volatility utilized in the value calculation at 100% or greater. The Company has determined that this provision introduces leverage to the holders of the warrants that could result in a value that would be greater than the settlement amount of a fixed-for-fixed option on the Company’s own equity shares. Accordingly, pursuant to ASC 815-40, the Company has classified the fair value of the warrants as a liability upon issuance and marked to market each reporting period in the Company’s consolidated statement of operations until their exercise or expiration. The fair values of the warrants issued to Freedom as of December 31, 2024, December 31, 2023 and Issuance date June 1, 2023, are disclosed in the following table. The warrant liabilities were estimated using the Black-Scholes pricing model with the following assumptions.
|  | Total fair value |  |  | Risk-free interest rate |  |  | Expected volatility |  |  | Expected life (years) |  |  | Expected dividend yield |
(At Issuance) June 1, 2023 |  | $ | 366,960 |  |  |  | 3.70% |  |  |  | 71.56% |  |  |  | 5.03 |  |  |  | - |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | - |
December 31, 2023 |  | $ | 126,649 |  |  |  | 3.89% |  |  |  | 76.30% |  |  |  | 4.44 |  |  |  | - |
December 31, 2024 |  | $ | 97,886 |  |  |  | 4.29% |  |  |  | 88.44% |  |  |  | 3.44 |  |  |  | - |
On December 5, 2023, the Company issued 3,205,431 shares of its common stock in a private placement to Wallonie Entreprendre S.A at a purchase price of $0.8337 per share, or an aggregate purchase price of approximately $2.7 million (€2.5 million). The shares of common stock will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws and unless so registered may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Equity Distribution Agreements 2024 On May 20, 2022, the Company entered into an equity distribution agreement (the “2022 EDA”) with Jefferies LLC (“Jefferies”) to sell shares of the Company’s common stock, with an aggregate offering price of up to $25.0 million, from time to time through an “at the market” offering pursuant to the 2021 Form S-3 through Jefferies acting as the Company’s agent and/or principal. The Company is not obligated to sell any shares under the 2022 EDA. During the year ended December 31, 2024, the Company raised aggregate net proceeds (net of broker commissions and fees) of approximately $683,289 under the 2022 EDA through the sale of 866,600 shares of its common stock. As of December 31, 2024, the Company has raised aggregate net proceeds (net of broker commissions and fees) of approximately $2.1 million under the 2022 EDA through the sale of 1,497,132 shares of its common stock. See Note 11 for additional details regarding sales under the 2022 EDA subsequent to December 31, 2024. 2023 During the year ended December 31, 2023, the Company raised aggregate net proceeds (net of broker commissions and fees) of approximately $0.7 million under the 2022 EDA through the sale of 279,703 shares of its common stock. As of December 31, 2023, the Company had raised aggregate net proceeds (net of broker commissions and fees) of approximately $1.5 million under the 2022 EDA through the sale of 630,532 shares of its common stock. Issuances Upon Warrant Exercises 2024 and 2023 For the years ended December 31, 2024 and December 31, 2023 no warrants were exercised. Stock Option Exercises 2024 and 2023 During the year ended December 31, 2024 and December 31, 2023 no shares of common stock were issued pursuant to the exercise of stock options. Stock Options Expired / Cancelled 2024 The table below summarizes the stock options granted under the Company’s 2015 Stock Incentive Plan (the “2015 Plan”) or the 2011 Equity Incentive Plan (the “2011 Plan”), as indicated, that expired or were cancelled during the year ended December 31, 2024.
Equity Incentive Plan |  | Options (#) |  |  | Grant Date |  | Options Forfeited (#) |  |  | Grant Price ($) |  |  | Forfeiture Date |
2015 |  |  | 12,500 |  |  | Sep 7, 2021 |  |  | 12,500 |  |  |  | 3.40 |  |  | Nov 4, 2024 |
2015 |  |  | 12,500 |  |  | Sep 7, 2021 |  |  | 12,500 |  |  |  | 3.40 |  |  | Nov 4, 2024 |
2015 |  |  | 18,410 |  |  | Mar 8, 2021 |  |  | 18,410 |  |  |  | 3.40 |  |  | Apr 16, 2024 |
2015 |  |  | 18,411 |  |  | Mar 8, 2021 |  |  | 18,411 |  |  |  | 3.40 |  |  | Apr 16, 2024 |
|  |  | 61,821 |  |  |  |  |  | 61,821 |  |  |  |  |  |  |  |
RSU Settlements 2024 During the year ended December 31, 2024 we issued a total of 730,395 shares of common stock from the vesting of RSUs, as follows:
Equity Incentive Plan |  | RSUs # |  |  | Vesting Date |  | Shares Issued # |  |  | Shares Withheld for Taxes # |
2015 |  |  | 21,582 |  |  | Feb 8, 2024 |  |  | 21,582 |  |  |  | - |
2015 |  |  | 9,000 |  |  | Mar 1, 2024 |  |  | 6,057 |  |  |  | 2,943 |
2015 |  |  | 44,217 |  |  | Mar 27, 2024 |  |  | 40,530 |  |  |  | 3,687 |
2015 |  |  | 51,000 |  |  | Apr 4, 2024 |  |  | 32,337 |  |  |  | 18,663 |
2015 |  |  | 50,000 |  |  | May 1, 2024 |  |  | 34,496 |  |  |  | 15,504 |
2015 |  |  | 11,500 |  |  | Jun 1, 2024 |  |  | 6,670 |  |  |  | 4,830 |
2015 |  |  | 14,962 |  |  | Jun 15, 2024 |  |  | 11,684 |  |  |  | 3,278 |
2015 |  |  | 4,667 |  |  | Jul 13, 2024 |  |  | 3,165 |  |  |  | 1,502 |
2015 |  |  | 29,000 |  |  | Aug 15, 2024 |  |  | 21,291 |  |  |  | 7,709 |
2015 |  |  | 2,000 |  |  | Sep 11, 2024 |  |  | 2,000 |  |  |  | - |
2015 |  |  | 2,500 |  |  | Sep 21, 2024 |  |  | 2,500 |  |  |  | - |
2015 |  |  | 332,775 |  |  | Sep 28, 2024 |  |  | 265,300 |  |  |  | 67,475 |
2015 |  |  | 337,666 |  |  | Oct 04, 2024 |  |  | 272,242 |  |  |  | 65,424 |
2015 |  |  | 333 |  |  | Nov 29, 2024 |  |  | 333 |  |  |  | - |
2015 |  |  | 13,334 |  |  | Dec 11, 2024 |  |  | 10,208 |  |  |  | 3,126 |
|  |  | 924,536 |  |  |  |  |  | 730,395 |  |  |  | 194,141 |
2023 During the year ended December 31, 2023 we issued a total of 658,102 shares of common stock from the vesting of RSUs, as follows:
Equity Incentive Plan |  | RSUs # |  |  | Vesting Date |  | Shares Issued # |  |  | Shares Withheld for Taxes # |
2015 |  |  | 4,000 |  |  | Feb 8, 2023 |  |  | 2,369 |  |  |  | 1,631 |
2015 |  |  | 15,000 |  |  | Mar 1, 2023 |  |  | 9,609 |  |  |  | 5,391 |
2015 |  |  | 15,000 |  |  | Mar 25, 2023 |  |  | 15,000 |  |  |  | - |
2015 |  |  | 2,500 |  |  | Apr 4, 2023 |  |  | 1,759 |  |  |  | 741 |
2015 |  |  | 13,500 |  |  | Apr 4, 2023 |  |  | 7,995 |  |  |  | 5,505 |
2015 |  |  | 35,000 |  |  | Apr 4, 2023 |  |  | 22,610 |  |  |  | 12,390 |
2015 |  |  | 50,000 |  |  | May 1, 2023 |  |  | 35,707 |  |  |  | 14,293 |
2015 |  |  | 4,000 |  |  | Jun 1, 2023 |  |  | 2,270 |  |  |  | 1,730 |
2015 |  |  | 7,500 |  |  | Jun 1, 2023 |  |  | 4,257 |  |  |  | 3,243 |
2015 |  |  | 208,809 |  |  | Aug 3, 2023 |  |  | 167,809 |  |  |  | 41,000 |
2015 |  |  | 34,102 |  |  | Aug 15, 2023 |  |  | 23,764 |  |  |  | 10,338 |
2015 |  |  | 12,000 |  |  | Sep 7, 2023 |  |  | 7,046 |  |  |  | 4,954 |
2015 |  |  | 12,500 |  |  | Sep 21, 2023 |  |  | 7,434 |  |  |  | 5,066 |
2015 |  |  | 357,346 |  |  | Oct 4, 2023 |  |  | 298,738 |  |  |  | 58,608 |
2015 |  |  | 19,904 |  |  | Oct 4, 2023 |  |  | 6,883 |  |  |  | 13,021 |
2015 |  |  | 21,583 |  |  | Oct 13, 2023 |  |  | 21,583 |  |  |  | - |
2015 |  |  | 21,750 |  |  | Nov 1, 2023 |  |  | 21,750 |  |  |  | - |
2015 |  |  | 334 |  |  | Nov 29, 2023 |  |  | 334 |  |  |  | - |
2015 |  |  | 2,000 |  |  | Dec 15, 2023 |  |  | 1,185 |  |  |  | 815 |
|  |  | 836,828 |  |  |  |  |  | 658,102 |  |  |  | 178,726 |

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