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Stockholders’ Equity
6 Months Ended
Mar. 31, 2025
Stockholders’ Equity [Abstract]  
Stockholders’ Equity

NOTE 12 – Stockholders’ Equity

 

August 2024 Private Placement

 

On August 1, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Purchasers”), pursuant to which the Company, in a private placement (the “2024 Private Placement”), agreed to issue and sell an aggregate of (i) 2,944,446 shares of the Company’s common stock and (ii) warrants to purchase an aggregate of 2,208,333 shares of common stock (the “PIPE Warrants”) at a purchase price of $0.90 per unit, consisting of one share and a PIPE Warrant to purchase 0.75 shares of common stock, resulting in total gross proceeds of approximately $2.65 million before deducting expenses. Issuance costs attributed to 2024 Private Placement amounted to approximately $0.2 million. The 2024 Private Placement closed on August 2, 2024.

 

The PIPE Warrants are exercisable beginning on the date of issuance, have an exercise price of $1.19 per share, subject to adjustment, and will expire on the third anniversary of the date of issuance. One of the Purchasers in the 2024 Private Placement included Paul Buckman, a director on the Company’s Board of Directors.

 

The PIPE Warrants were accounted for and classified as liabilities on the accompanying condensed balance sheets given certain price reset provisions not used for a fair valuation under a fixed for fixed settlement scenario as required for equity balance sheet classification.  A Monte Carlo simulation model was used to estimate the aggregate fair value of the PIPE Warrants. Input assumptions used were as follows on March 31, 2025 and September 30, 2024: risk-free interest rate 3.82% and 3.53%, respectively; expected volatility of 99.3% and 115.7%; respectively; expected life of 2.34 years and 2.84 years, respectively; and expected dividend yield zero percent for both dates. The underlying stock price used was the market price as quoted on Nasdaq as of March 31, 2025 and September 30, 2024. The Company recorded the fair value change of the PIPE Warrants in the amount of $390,351 and $779,796, respectively, to the fair value change in warrant liability line item on the accompanying condensed statements of operations for the three and six months ended March 31, 2025.

 

At-The-Market Offering

 

On December 21, 2022, the Company entered into a Capital on DemandTM Sales Agreement (the “Sales Agreement”) with JonesTrading Institutional Services LLC (“JonesTrading”) that created an at-the-market offering program (“ATM”) under which the Company may offer and sell common stock having an aggregate offering price of up to $14.5 million. JonesTrading is entitled to a commission at a fixed commission rate of up to 3% of the gross proceeds. On July 24, 2023, the Company decreased the amount of common stock that can be sold pursuant to the Sales Agreement, such that the Company was offering up to an aggregate of $2.6 million of its common stock for sale under the Sales Agreement, including the shares of common stock previously sold. Subsequently on December 1, 2023, however, the Company increased the amount of common stock that can be sold pursuant to the Sales Agreement, such that the Company was offering up to an aggregate of $4.8 million of its common stock for sale under the Sales Agreement, including the shares of common stock previously sold. On January 5, 2024, the Company further increased the amount of common stock that can be sold pursuant to the Sales Agreement, such that the Company was offering up to an aggregate of $9.3 million of its common stock for sale under the Sales Agreement, including the shares of common stock previously sold. On August 16, 2024, the Company increased the amount of common stock that can be sold pursuant to the Sales Agreement by $3.0 million. On April 3, 2025, the Company decreased the amount of common stock that can be sold pursuant to the Sales Agreement to zero. See “Note 13 – Subsequent Events.”

 

During the three and six months ended March 31, 2025, 355,899 shares of common stock were issued under the ATM for an aggregate offering price of $414,037. Issuance costs incurred under the ATM during the three and six months ended March 31, 2025 were $95,929.

During the three and six months ended March 31, 2024, 1,461,353 and 2,329,596 shares of common stock were issued, respectively, under the ATM for an aggregate offering price of $2,094,196 and $3,350,467, respectively. Issuance costs incurred under the ATM during the three and six months ended March 31, 2024 were $148,382 and $186,080, respectively.

 

The total aggregate offering price and common stock issued since inception of the ATM though March 31, 2025 was $8,000,600 and 5,544,489 shares, respectively.

 

Warrant Activity and Summary

 

There were no warrant exercises or expirations during the three and six months ended March 31, 2025.

 

The following table summarizes information about warrants outstanding at March 31, 2025:

 

Warrant Activity and Summary 

 

   Warrants   Exercise
Price Per
Warrant
   Weighted
Average Exercise
Price
   Weighted
Average Term
(Years)
 
Outstanding and exercisable at September 30, 2024   7,045,875   $0.66-5.61   $3.81    1.98 
Issued   
   $
   $
    
 
Exercised   
   $
   $
    
 
Expired   
   $
   $
    
 
Outstanding and exercisable at March 31, 2025   7,045,875   $0.66-5.61   $3.78    1.48 

 

The following table summarizes information about warrants outstanding at March 31, 2024:

 

Exercise Price     Number Outstanding     Weighted Average
Remaining Contractual
life (Years)
    Number Exercisable at
March 31,
2025
$ 0.66       100,000       4.34       100,000
$ 1.08       2,208,338       2.34       2,208,338
$ 3.00       350,000       2.34       350,000
$ 5.25       4,166,682       0.79       4,166,682
$ 5.61       220,855       3.25       220,855
Total       7,045,875               7,045,875

 

As provided in the PIPE Warrant agreement, the exercise price of the PIPE Warrants was adjusted downward from $1.19 per share to $1.08 per share as a result of the ATM financing that occurred in February 2025.