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Stockholders' Equity
 9 Months Ended
Sep. 30, 2025
Stockholders' Equity  
Stockholders' Equity

(7) Stockholders’ Equity

(a) Overview

The Company’s Amended and Restated Certificate of Incorporation was adopted on January 31, 2020, in conjunction with the closing of the Company’s initial public offering (the “IPO”) and amended on June 15, 2023 to increase the authorized number of shares. Currently, there are two classes of stock authorized which are designated, respectively, common stock and preferred stock. The total number of shares which the Company is authorized to issue is 72.0 million, each with a par value of $0.0001 per share. Of these shares, 70.0 million is designated as common stock and 2.0 million is preferred stock.

(b) Common Stock

Dividends

Subject to the rights of holders of all classes of Company stock outstanding having rights that are senior to or equivalent to holders of common stock, the holders of the common stock are entitled to receive dividends when and as declared by the Board.

Liquidation

Subject to the rights of holders of all classes of stock outstanding having rights that are senior to or equivalent to holders of common stock as to liquidation, upon the liquidation, dissolution or winding up of the Company, the assets of the Company will be distributed to the holders of common stock.

Voting

The holders of common stock are entitled to one vote for each share of common stock held. There is no cumulative voting.

(c) Preferred Stock

Preferred stock may be issued from time to time by the Board in one or more series. There was no preferred stock issued or outstanding as of September 30, 2025 or December 31, 2024.

(d) February 2025 ThinkEquity Underwritten Offering and Warrant Issuance

On February 3, 2025, the Company entered into an Underwriting Agreement with ThinkEquity LLC (“ThinkEquity”), with respect to an underwritten public offering of 5.3 million units of the Company, each unit consisting of one share of its common stock, par value $0.0001 per share and one warrant to purchase one share of the Company Stock (the “ThinkEquity Warrants”). The units were priced at $4.00 per unit and the offering resulted in gross proceeds of $21.0 million, before deducting underwriting discounts, fees and other related expenses. Net proceeds from the transaction totaled $19.3 million. The ThinkEquity Warrants have an exercise price of $5.00 per share, are immediately exercisable and expire five years from their date of issuance. The shares of common stock and warrants were issued separately. No ThinkEquity Warrants were exercised during the three or nine months ended September 30, 2025.

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The Company evaluated the appropriate balance sheet classification for the ThinkEquity warrants and determined equity classified was appropriate, as the warrants do not contain a required cash settlement adjustment feature with respect to a transaction outside of the Company’s control or not deemed to be indexed to the Company’s stock.

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(e) November 2023 Canaccord Equity Offering and Warrant Issuance

On October 31, 2023, the Company entered into an underwritten offering with a Canaccord Genuity LLC whereby the Company sold (i) 1.3 million shares of common stock and (ii) warrants (“Canaccord Warrants”) to purchase an aggregate of 1.3 million shares of common stock at an exercise price of $9.00 per share. The warrants are exercisable immediately on the date of issuance and will expire five years after the date of issuance. The Company received $6.8 million in net cash proceeds after deducting underwriter discount and fees, as well as other third-party costs. The Canaccord Warrants are liability classified as they contain certain cash settlement adjustment features that are outside of the Company’s control or not deemed to be indexed to the Company’s stock. No Canaccord Warrants were exercised during the three or nine months ended September 30, 2025. During the three and nine months ended September 30, 2024, 0.0 million and 0.1 million Canaccord Warrants were exercised, respectively.

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The following is a roll-forward of the Common Stock Warrant Liability from December 31, 2024 to September 30, 2025:

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​

​

Warrant liability at December 31, 2024

$

737,000

Change in fair value of warrant liability

​

(558,000)

Warrant liability at March 31, 2025

​

179,000

Change in fair value of warrant liability

 

140,000

Warrant liability at June 30, 2025

​

319,000

Change in fair value of warrant liability

​

(20,000)

Warrant liability at September 30, 2025

$

299,000

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(f) IPO Warrants

In conjunction with the closing of the Company’s Initial Public Offering (“IPO”), the Company granted its underwriters 0.1 million warrants to purchase shares of Company common stock (“IPO Warrants”) at an exercise price of $7.50 per share, which was 125% of the IPO price. The IPO Warrants have a five-year term and were exercisable as of January 29, 2021 and have been classified by the Company as a component of stockholders’ equity. As of September 30, 2025 and December 31, 2024, 0 and 2,400 of the IPO Warrants were outstanding, respectively. No IPO Warrants were exercised during the three or nine months ended September 30, 2025 or 2024.

(g) Warrant Summary

As of September 30, 2025, the Company had the following common stock warrants outstanding:

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Outstanding

    

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Outstanding

    

Exercise

    

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​

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December 31,

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​

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Exercised or

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September 30,

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price per

​

Expiration

​

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Classification

​

2024

​

Granted

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Expired

​

2025

​

share

​

date

ThinkEquity warrants

​

Equity

​

—

​

5,250,000

​

—

​

5,250,000

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$

5.00

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February 4, 2030

Canaccord warrants

 

Liability

 

308,333

 

—

 

—

 

308,333

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​

9.00

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November 2, 2028

IPO warrants

 

Equity

 

2,400

 

—

 

(2,400)

 

—

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$

7.50

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January 29, 2025

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(h) December 2024 ATM

On December 11, 2024, the Company entered into an Equity Distribution Agreement (“Distribution Agreement”) with Oppenheimer & Co. Inc., (“OpCo”) relating to the sale of shares of the Company’s common stock. In accordance with the terms of the Distribution Agreement, The Company may offer and sell shares of its common stock having an aggregate offering price of up to $50.0 million from time to time through or to OpCo, acting as agent or principal.

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During the three and nine month months ended September 30, 2025, the Company sold 0.7 million and 0.8 million shares of common stock, respectively, pursuant to the Distribution Agreement for gross proceeds of $1.7 million and $2.2 million, before commissions.

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(i) ELOC Purchase Agreement

On April 25, 2024, the Company entered into an ELOC Purchase Agreement with an ELOC Purchaser, whereby the Company could offer and sell, from time to time at its sole discretion, and whereby the ELOC Purchaser committed to purchase, up to 2.0 million shares of shares of the Company’s common stock. Due to certain pricing and settlement provisions, the ELOC Purchase Agreement qualified as a standby equity purchase agreement and included an embedded put option and embedded forward option. The Company therefore accounted for the ELOC Purchase Agreement as a derivative measured at fair value, with changes in the fair value recognized in the statements of operations within other financing costs. The Company initially recognized a derivative liability related to the purchased put option at inception of the ELOC Purchase Agreement. During the three and nine months ended September 30, 2024, the Company recognized $0.5 million related to changes in derivative liability. There were no similar expenses during the three or nine months ended September 30, 2025 as the ELOC had been fully exhausted.

Upon execution of the ELOC Purchase Agreement, the Company agreed to issue to the ELOC Purchaser 33,937 shares of Common Stock as commitment shares (the “Commitment Shares”). The Company expensed the difference between the discounted purchase price of the settled forward and the fair value of shares on the date of settlement, as well as legal costs incurred in connection with the ELOC Purchase Agreement, as noncash financing issuance costs. During the three and nine months ended September 30, 2024, the Company recognized $0.8 million related to these items. There were no similar expenses during the three or nine months ended September 30, 2025 as the ELOC had been fully exhausted.

(j) March 2024 Registered Direct Offerings

On March 15, 2024 and March 21, 2024, the Company entered into two separate securities purchase agreements with the same institutional investor. When aggregating the results of both purchase agreements, the Company issued 0.4 million shares for combined net proceeds of $3.9 million.