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Subsequent Events | 3 Months Ended
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Mar. 31, 2024
Subsequent Events |
Subsequent Events | Note 10 – Subsequent Events Public Offering On April 23, 2024, we completed a public offering pursuant to an Underwriting Agreement, dated April 19, 2024 (the “Underwriting Agreement”), of 4,620,760 shares of our common stock and redeemable warrants to purchase 4,620,760 shares of our common stock (the “Public Warrants”). The Public Warrants were offered and sold at the rate of one Public Warrant for every one share of common stock purchased. The public offering price for each set of one share of common stock and accompanying Public Warrant was $0.92, yielding an effective price of $0.91 per share and $0.01 per warrant. Each Public Warrant has an exercise price of $1.05 per share, subject to adjustments provided therein, and are redeemable by us once they become exercisable upon 30 days’ advance notice if the closing price of our common stock reported equals or exceeds $2.275 for any 20 business days within a 30 consecutive business-day period. The Public Warrants are exercisable for a period of five years starting from the date of issuance. In connection with the public offering, we also issued warrants to Public Ventures, LLC, as underwriter of the public offering (“Public Ventures”), to purchase up to 369,660 shares of our common stock at an exercise price of $1.1375 per share as a consideration for the services provided (the “Underwriter Warrants”), the Underwriter Warrants will become exercisable 180 days after the execution of the Underwriting Agreement. The Underwriter Warrants will expire 5 years after the execution date of the Underwriting Agreement and may be exercised on a cashless basis based on a formula set forth therein. Pursuant to the Underwriting Agreement, we also granted to Public Ventures an option, exercisable not later than 45 days after the execution of the Underwriting Agreement, to purchase from us (i) up to an additional 693,114 shares of common stock and accompanying Public Warrants to purchase up to 693,114 shares of common stock; or (ii) up to an additional 693,114 shares of common stock only (the “Over-Allotment Option”), representing up to 15% of the shares of common stock and Public Warrants, or common stock only, as the case may be, sold in the public offering for the purpose of covering the exercise of the Over-Allotment Option, if applicable. ​ On May 15, 2024, we issued an additional 693,114 shares of common stock and accompanying Public Warrants to purchase up to 693,114 shares of common stock pursuant to Public Ventures’ full exercise of the Over-Allotment Option (the “Over-Allotment Securities”) at a price of $0.92 per set of one share of common stock and accompanying Public Warrants, yielding an effective price of $0.91 per share of common stock and $0.01 per accompanying Public Warrant. In connection with the exercise of the Over-Allotment Option, we also issued to Public Ventures additional Underwriter Warrants to purchase up to 55,449 shares of common stock. ​ Concurrent Private Placement In a private placement that was completed concurrently with the public offering described above, in accordance with a Securities Purchase Agreement, dated April 19, 2024, and subsequently amended on April 22, 2024 (as amended, the “Purchase Agreement”), we also issued to one accredited investor (i) 2,249,763 shares of common stock (the “Private Shares”), (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 3,155,642 shares of common stock, and (iii) redeemable warrants (the “Private Warrants”) to purchase up to 8,108,106 shares of common stock. The Pre-Funded Warrants are each exercisable for one share of common stock at an exercise price of $0.0001 per share and will expire when exercised in full. We are prohibited from effecting an exercise of any Pre-Funded Warrants to the extent that such exercise would result in the number of shares of common stock beneficially owned by the holder and its affiliates exceeding 4.99% (or 9.99% at election of the holder) of the total number of shares of common stock outstanding immediately after giving effect to the exercise, which percentage may be increased or decreased at the holder’s election not to exceed 9.99%. ​ The Private Warrants were offered and sold at the rate of three Private Warrant for every two shares of common stock (or Pre-Funded Warrants in lieu thereof) purchased in the private placement. The offering prices in the private placement per set of securities was $0.91 per share and $0.01 per accompanying Private Warrant, or $0.9099 per Pre-Funded Warrant and $0.01 per accompanying Private Warrant, as applicable. The Private Warrants will be exercisable at an exercise price of $1.05 per share, will be exercisable 6 months after issuance and will expire 5 years from the date of issuance. The Private Warrants are also redeemable on the same terms as the Public Warrants, provided that there is an effective registration statement covering the resale of the shares issuable upon exercise of the Private Warrants. The Pre-Funded Warrants are immediately exercisable upon issuance and will expire when exercised in full. ​ In connection with the private placement, we also issued Public Ventures, as our exclusive placement agent, warrants to purchase up to 432,432 shares of our common stock at an exercise price of $1.1375 per share as a consideration for the services provided (the “Placement Agent Warrants”). The Placement Agent Warrants will be exercisable 180 days after the execution of the Purchase Agreement, expire 5 years after the date of the Purchase Agreement and may be exercised on a cashless basis based on a formula set forth therein. The public offering and the concurrent private placement resulted in combined gross proceeds of approximately $9.3 million, and net proceeds of approximately $8.1 million. The sale of the Over-Allotment Securities resulted in additional gross and net proceeds of approximately $0.6 million, respectively. ​

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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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