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Subsequent Events | 12 Months Ended
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Dec. 31, 2025
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS | NOTE 10 — SUBSEQUENT EVENTS Third Warrant Exercise Inducement and Exchange Offering — On January 14, 2026, the Company closed on a third warrant exercise inducement and exchange offer (the “Third Inducement Offering”). The Third Inducement Offering was made to less than 10 accredited investors that held certain existing warrants to purchase up to an aggregate of 5,382,148 shares of the Company’s common stock having a then current exercise price of $3.00 or $2.10 per share. Pursuant to certain inducement offer letter agreements, such holders exercised for cash their warrants to purchase 2,499,558 shares of the Company’s common stock at a reduced exercise price of $1.40 per share and in exchange the Company issued to such holders new warrants to purchase up to an aggregate of 2,499,558 shares of common stock at an exercise price of $1.40 per share, subject to adjustment as provided therein. Such new warrants are immediately exercisable from the date of issuance and have a term of exercise of five years from such date. The gross proceeds to the Company from the Third Inducement Offering, before deducting transaction fees and other offering expenses, were approximately $3.5 million. The Company agreed to file a registration statement on Form S-3 (or other appropriate form, including on Form S-1, if not then eligible to register securities on Form S-3) providing for the resale of the shares of common stock issued or issuable upon exercise of the new warrants issued within 30 calendar days of March 2, 2026, and to use commercially reasonable efforts to have such registration statement declared effective by the SEC within 60 calendar days (or within 90 calendar days in case of “full review” by the SEC) following its initial filing and to keep such registration statement effective at all times until the earlier of (i) the time no holder owns any new warrants or shares of common stock issuable upon exercise thereof and (ii) the Delegend Date (as defined in the inducement offer letter agreements entered into in connection with the Third Inducement Offering). Privately Negotiated Warrant Exercise Inducement and Exchange Agreements – From January 10, 2026 through February 2026, the Company entered into privately negotiated inducement offer letters, pursuant to which certain remaining holders of existing warrants exercised for cash their warrants to purchase an aggregate of 74,108 shares of common stock at a reduced exercise price of $1.40 per share and in exchange the Company issued new warrants to purchase up to an aggregate of 74,108 shares of common stock at an exercise price of $1.40 per share, subject to adjustment as provided therein. Such new warrants are immediately exercisable from the date of issuance and have a term of exercise of five years from such date. The Company received gross proceeds of approximately $103,750 from the exercise of these warrants. The Company agreed to file a registration statement on Form S-3 (or other appropriate form, including on Form S-1, if not then eligible to register securities on Form S-3) providing for the resale of the shares of common stock issued or issuable upon exercise of these warrants on or before March 30, 2026, and to use commercially reasonable efforts to have such registration statement declared effective by the SEC within 60 calendar days (or within 90 calendar days in case of “full review” by the SEC) following its initial filing and to keep such registration statement effective at all times until the earlier of (i) the time no holder of these warrants owns any such warrants or shares of common stock issuable upon exercise thereof and (ii) the Delegend Date (as defined in the privately negotiated inducement offer letters). Bridge Financing – On March 4, 2026, pursuant to a securities purchase agreement (the “Bridge SPA”), the Company issued to certain accredited investors in a private placement transaction (i) 10.0% original issue discount unsecured convertible promissory notes in an aggregate principal amount of $2,200,000 (the “Bridge Notes”) and (ii) warrants to purchase up to an aggregate of 1,666,667 shares of common stock (the “Bridge Warrants” and such private placement transaction, the “Bridge Financing”), for aggregate gross proceeds of $2,000,000, before deducting placement agent fees and other Bridge Financing expenses. The Bridge Notes mature on March 4, 2027 and accrue interest at a rate of 4.0% per annum. The Bridge Warrants were immediately exercisable upon issuance, expire five years from the date of issuance and have an exercise price of $1.40 per share, subject to adjustment as provided therein. The Bridge Notes were sold at a 10% original issue discount, such that for each $100,000 invested by a purchaser, such purchaser received a Bridge Note in the principal amount of $110,000. The Bridge Notes are convertible into shares of common stock under certain circumstances. If the Company completes a “Qualified Offering,” defined as a registered public offering or registered direct offering resulting in at least $2.5 million in gross proceeds from new money investments, the outstanding principal, together with all accrued and unpaid interest, will automatically convert into the securities sold in such offering at the offering price. Additionally, prior to any such Qualified Offering or repayment of the Bridge Notes, holders may elect to convert the Bridge Notes, in whole or in part, into shares of common stock at a conversion price equal to 90% of the average daily volume-weighted average price of the Company’s common stock during the 10 trading days immediately preceding the holder’s conversion notice, subject to adjustment. The Company agreed to file a registration statement on Form S-3 (or Form S-1 if not then eligible to register securities for Form S-3) by April 3, 2026 to register for resale the shares of common stock issuable upon conversion of the Bridge Notes and exercise of the Bridge Warrants, and to use commercially reasonable efforts to cause such registration statement to become effective within 60 calendar days (or 90 calendar days in the case of a “full review” by the SEC) following its initial filing and to keep such registration statement effective at all times until the earlier of (i) the time that no investor owns any Bridge Notes, Bridge Warrants or shares underlying such Bridge Notes and Bridge Warrants or (ii) the Legend Removal Date (as defined in the Bridge SPA). Regulatory Meetings – During early 2026, the Company continued its regulatory engagement with the U.S. Food and Drug Administration (“FDA”) related to its Biologics License Application (“BLA”) for OST-HER2. As outlined in recent press releases, this included planned interactions with the FDA, including a Type D meeting that was elevated to a Type B pre-BLA meeting. These activities are consistent with the Company’s ongoing regulatory efforts. The Company does not believe these interactions currently have a measurable impact on its consolidated financial statements; however, the outcome of these discussions may affect future development timelines and regulatory strategy.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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