XML 98 R13.htm IDEA: XBRL DOCUMENT v3.25.3
Common Stock
 9 Months Ended
Sep. 30, 2025
Common Stock  
Common Stock

Note 6 - Common Stock

 

As of September 30, 2025, the Company was authorized to issue 325 million shares of common stock, par value $0.001 per share, of which 109,620,405 and 96,097,485 shares were issued and outstanding as of September 30, 2025 and December 31, 2024, respectively.

 

Stock Option Exercises

 

During the nine months ended September 30, 2025, no shares of common stock were issued pursuant to the exercise of stock options.

 

Stock Options Expired / Cancelled

 

On February 11, 2025, 40,000 vested stock options previously granted to a consultant were cancelled and returned as authorized shares under the 2015 Stock Incentive Plan (the “2015 Plan”) on the expiration of the exercise period following the resignation of such employee.

 

On March 20, 2025, 26,200 vested stock options previously granted to an employee were cancelled and returned as authorized shares under the 2015 Plan on the expiration of the exercise period following the resignation of such employee.

 

On May 28, 2025, 171,291 vested stock options previously granted to an employee were cancelled and returned as authorized shares under the 2015 Plan on the expiration of the exercise period following the resignation of such employee.

 

On June 15, 2025, 51,722 vested stock options previously granted to an employee were cancelled and returned as authorized shares under the 2015 Plan on the expiration of the exercise period following the resignation of such employee.

 

On July 23, 2025, 292,000 vested stock options previously granted to various employees were cancelled under the 2011 Equity Incentive Plan (the “2011 Plan”) on the expiration of the exercise period.

 

Exercise of Pre-Funded Warrants

 

On May 1, 2025, a holder of Pre-Funded Warrants (as defined below under the heading “2024 Equity Capital Raise”) partially exercised such warrants and purchased 1,958,273 shares of the Company’s common stock, at an exercise price of $0.001 per share, resulting in gross proceeds to the Company of $1,958. The shares issued upon exercise of the Pre-Funded Warrants were registered pursuant to a Registration Statement on Form S-1 (File No. 333-286401) declared effective by SEC on April 15, 2025 (the “2025 Form S-1”).

 

On July 7, 2025, a holder of Pre-Funded Warrants partially exercised such warrants and purchased 991,000 shares of the Company’s common stock, at an exercise price of $0.001 per share, resulting in gross proceeds to the Company of $991. The shares issued upon exercise of the Pre-Funded Warrants were registered pursuant to (the 2025 Form S-1).

 

On September 23, 2025, a holder of Pre-Funded Warrants partially exercised such warrants and purchased 608,000 shares of the Company’s common stock, at an exercise price of $0.001 per share, resulting in gross proceeds to the Company of $608. The shares issued upon exercise of the Pre-Funded Warrants were registered pursuant to the 2025 Form S-1.

RSU Settlements

 

Below is a table summarizing the RSUs that vested and settled during the nine months ended September 30, 2025 all of which were issued pursuant to the 2015 Plan.

 

Equity Incentive Plan

 

RSUs Vested (#)

 

 

Vest Date

 

Shares Issued (#)

 

 

Shares Withheld for

Taxes (#)

 

2015

 

 

21,583

 

 

 Jan 1, 2025

 

 

21,583

 

 

 

-

 

2015

 

 

4,667

 

 

 Feb 22, 2025

 

 

2,750

 

 

 

1,917

 

2015

 

 

33,503

 

 

 Mar 13, 2025

 

 

21,643

 

 

 

11,860

 

2015

 

 

38,198

 

 

 Mar 13, 2025

 

 

24,676

 

 

 

13,522

 

2015

 

 

41,642

 

 

 Mar 13, 2025

 

 

26,901

 

 

 

14,741

 

2015

 

 

31,667

 

 

 Apr 4, 2025

 

 

28,867

 

 

 

2,800

 

2015

 

 

297,340

 

 

 May 1, 2025

 

 

248,908

 

 

 

48,432

 

2015

 

 

125,000

 

 

 May 13, 2025

 

 

125,000

 

 

 

-

 

2015

 

 

37,334

 

 

 May 23, 2025

 

 

35,654

 

 

 

1,680

 

2015

 

 

343,192

 

 

 Jun 1, 2025

 

 

286,908

 

 

 

56,284

 

2015

 

 

8,667

 

 

 Jun 15, 2025

 

 

5,381

 

 

 

3,286

 

2015

 

 

50,000

 

 

 Jun 23, 2025

 

 

50,000

 

 

 

0

 

2015

 

 

138,452

 

 

 Jul 1, 2025

 

 

112,933

 

 

 

25,519

 

2015

 

 

4,667

 

 

 Jul 13, 2025

 

 

3,161

 

 

 

1,506

 

2015

 

 

50,000

 

 

 Jul 13, 2025

 

 

50,000

 

 

 

0

 

2015

 

 

137,452

 

 

 Aug 1, 2025

 

 

104,801

 

 

 

32,651

 

2015

 

 

50,000

 

 

 Aug 13, 2025

 

 

50,000

 

 

 

0

 

2015

 

 

2,000

 

 

 Sep 11, 2025

 

 

2,000

 

 

 

0

 

2015

 

 

282,825

 

 

 Sep 28, 2025

 

 

222,334

 

 

 

60,491

 

2015

 

 

5,000

 

 

 Sep 30, 2025

 

 

5,000

 

 

 

0

 

 

 

 

1,703,189

 

 

 

 

 

1,428,500

 

 

 

274,689

 

 

Below is a table summarizing the RSUs vested and settled during the nine months ended September 30, 2025 all of which were issued pursuant to the 2024 Plan.

 

Equity Incentive Plan

 

RSUs Vested (#)

 

 

Vest Date

 

Shares Issued (#)

 

 

Shares Withheld for

Taxes (#)

 

2024

 

 

225,000

 

 

 May 13, 2025

 

 

225,000

 

 

 

-

 

 

 

 

225,000

 

 

 

 

 

225,000

 

 

 

-

 

2025 Equity Capital Raises

 

March 2025 Registered Direct Offering

 

On March 24, 2025, the Company entered into a securities purchase agreement with the several purchasers party thereto, pursuant to which the Company issued and sold to such purchasers, in a registered direct offering pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-259783) declared effective by the SEC on November 8, 2021 (the “2021 Form S-3”), an aggregate of (i) 2,363,636 shares of the Company’s common stock to certain of its directors and executive officers, and certain of its existing stockholders (collectively, the “Insiders”) at an offering price of $0.55 per share (the “Insider Shares”), and (ii) 1,739,087 shares of common stock (the “March 2025 Warrant Investor Shares” and, together with the Insider Shares, the “March 2025 Shares”), together with common stock purchase warrants to purchase up to 1,739,087 shares of common stock (the “March 2025 Warrants”), at a combined offering price of $0.55 per March 2025 Warrant Investor Share and accompanying March 2025 Warrant, to certain other existing stockholders of the Company and new investors. Each March 2025 Warrant has an exercise price per share of $0.66, and is exercisable on or after March 26, 2025 through and until March 26, 2030. The Insiders did not receive any March 2025 Warrants in the offering. The net proceeds received by the Company for the issuance and sale of the March 2025 Shares and the March 2025 Warrants were $2.3 million, before deducting offering expenses of $0.1 million paid by the Company. The net proceeds exclude any proceeds arising from the exercise of the March 2025 Warrants. The shares of common stock underlying the March 2025 Warrants were initially registered pursuant to the 2021 Form S-3. The shares of common stock underlying the March 2025 Warrants were subsequently registered pursuant to the 2025 Form S-1 and were withdrawn from the 2021 Form S-3.

 

August 2025 Registered Direct Offering

 

On August 4, 2025, the Company entered into a securities purchase agreement with the several purchasers party thereto, pursuant to which the Company issued and sold to such purchasers, in a registered direct offering pursuant to Company’s registration statement on Form S-3 (Reg. No. 333-283088) filed with the SEC on November 8, 2024, as amended on April 11, 2025, and declared effective by the SEC on April 18, 2025 (the “2025 Form S-3”), an aggregate of (i) 156,250 shares of the Company’s common stock to certain of its directors and executive officers (collectively, the “Insider Purchasers”) at an offering price of $0.64 per share (the “August 2025 Insider Shares”), and (ii) 1,734,375 shares of common stock (the “August 2025 Warrant Investor Shares” and, together with the August 2025 Insider Shares, the “August 2025 Shares”), together with common stock purchase warrants to purchase up to 1,734,735 shares of common stock (the “August 2025 Warrants”), at a combined offering price of $0.64 per August 2025 Warrant Investor Share and accompanying August 2025 Warrant, to certain other existing stockholders of the Company. Each August 2025 Warrant has an exercise price per share of $0.768, and is exercisable on or after August 4, 2025 through and until August 4, 2030. The Insider Purchasers did not receive any August 2025 Warrants in the offering. The net proceeds received by the Company for the issuance and sale of the August 2025 Shares and the August 2025 Warrants were $1.21 million, before deducting offering expenses of $0.1 million paid by the Company. The net proceeds exclude any proceeds arising from the exercise of the August 2025 Warrants.

 

September 2025 Private Placement

 

On September 18, 2025, the Company entered into a securities purchase agreement with an existing stockholder, pursuant to which the Company issued and sold to such purchaser 483,870 shares of its common stock (the “September 2025 Shares”), plus warrants to purchase an additional 483,870 shares of common stock at an exercise price of $0.682 per share (the “September 2025 Warrants”), in a private placement, at a combined offering price of $0.62 per September 2025 Share and accompanying September 2025 Warrant. The September 2025 Warrants were exercisable immediately upon issuance and expire on September 18, 2030. The private placement did not involve any underwriters, underwriting discounts or commissions, or any public offering or registration with the SEC, and the securities were restricted from further transfer as evidenced by the legend thereon. The net proceeds received by the Company for the issuance and sale of the September 2025 Shares and the September 2025 Warrants were $0.3 million, before deducting offering expenses of $0.02 million paid by the Company. The net proceeds exclude any proceeds arising from the exercise of the September 2025 Warrants.

2024 Equity Capital Raises

 

August 2024 Registered Direct Offering

 

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 under 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 (the “Pre-Funded Warrants”) to purchase up to 3,557,273 shares of the Company’s common stock (the “Pre-Funded Warrant Shares”), Series A common stock warrants (the “Series A Warrants”) to purchase up to 12,727,273 shares of the Company’s common stock (the “Series A Warrant Shares”) and Series B common stock warrants (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 “Securities”) to purchase up to 12,727,273 shares of the Company’s common stock the “Series B Warrant Shares,” together with the Pre-Funded Warrant Shares and the Series A Warrant Shares, the “August 2024 Warrant Shares”. The exercise prices of the Pre-Funded Warrants and the Common Warrants is $0.001 per share and $0.57 per share, respectively. 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 Securities were $6.4 million, before deducting offering expenses of $0.1 million paid by the Company. In addition, the Company issued warrants to 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. The August 2024 Warrant Shares were initially registered pursuant to the 2021 Form S-3. The August 2024 Warrant Shares were subsequently registered pursuant to the 2025 Form S-1, and were withdrawn from the 2021 Form S-3.

 

December 2024 Registered Direct Offering

 

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 “December 2024 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 December 2024 Warrant Investor Share and accompanying December 2024 Warrants, to certain existing stockholders of the Company and new 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 were $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. The shares of common stock underlying the December 2024 Warrants were initially registered pursuant to the 2021 Form S-3. The shares of common stock underlying the December 2024 Warrants were subsequently registered pursuant to the 2025 Form S-1, and were withdrawn from the 2021 Form S-3.

Common Stock Issued for EpiCypher 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.

 

“At the Market” Offerings

 

2025 ATM Sales Agreement

 

On April 22, 2025, the Company entered into a Capital On DemandTM Sales Agreement (the "2025 ATM Sales Agreement") with JonesTrading Institutional Services, LLC ("JonesTrading") to sell shares of the Company's common stock, with an aggregate offering price of up to $7.5 million, from time to time through an "at the market" offering pursuant to the 2025 Form S-3, through JonesTrading acting as the Company's agent. Although the Company is not obligated to sell any shares under the 2025 ATM Sales Agreement, from April 22, 2025 through September 30, 2025, the Company raised aggregate proceeds (net of broker commissions and fees) of approximately $880,862 through the sale of 1,386,223 shares of its common stock pursuant to the 2025 ATM Sales Agreement.

 

Amendment to 2025 ATM Sales Agreement

 

On August 14, 2025, the Company entered into Amendment No. 1 to the 2025 ATM Sales Agreement to increase the maximum aggregate offering price of shares of common stock that may be offered, issued, and sold under the 2025 ATM Sales Agreement from $7.5 million to $30.0 million.

 

2022 Equity Distribution Agreement

 

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 a maximum aggregate offering price of $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.

 

During the nine months ended September 30, 2025, the Company raised aggregate net proceeds (net of broker commissions and fees) of approximately $262,484 under the 2022 EDA through the sale of 448,706 shares of its common stock. As of September 30, 2025, the Company has raised aggregate net proceeds (net of broker commissions and fees) of approximately $2.4 million under the 2022 EDA through the sale of 1,945,838 shares of its common stock. Effective April 20, 2025, the Company terminated the 2022 EDA and no further sales of the Company’s common stock will be made under the 2022 EDA.