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Stockholders' Equity
 9 Months Ended
Dec. 31, 2023
Stockholders' Equity [Abstract]  
STOCKHOLDERS' EQUITY

NOTE 4 – STOCKHOLDERS’ EQUITY

 

ATM Agreement

 

On November 22, 2023, the Company entered into a Sales Agreement (the ATM Agreement) with Leerink Partners LLC (Leerink) under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, for aggregate gross proceeds of up to $6,500,000 through an “at the market offering” program under which Leerink will act as sales agent or principal. The ATM Agreement provides that Leerink will be entitled to compensation for its services equal to 3.0% of the gross proceeds from sales of any shares of common stock under the ATM Agreement. The Company has no obligation to sell any shares under the ATM Agreement and may, at any time, suspend solicitation and offers under the ATM Agreement. As of December 31, 2023, no shares had been sold under the ATM Agreement.

 

May 2023 Public Offering

 

On May 15, 2023, the Company entered into an underwriting agreement (the Underwriting Agreement) with Newbridge Securities Corporation (the Underwriter), with respect to the issuance and sale in a firm commitment underwritten offering (the 2023 Offering) by the Company of units of its securities for aggregate gross proceeds of approximately $9,390,000, before deducting underwriting discounts and commissions and other offering expenses. The Company sold 8,816,900 shares of its common stock and warrants to purchase 4,408,450 shares of its common stock. The securities were sold as a unit, with each unit consisting of two shares of common stock of the Company and one warrant (the 2023 Warrants) to purchase one share of common stock, at a public offering price of $2.13 per unit. The 2023 Warrants were immediately separable and exercisable, had a per share exercise price of $1.22 and expire five years from the date of issuance. The 2023 Offering closed on May 18, 2023.

 

Pursuant to the Underwriting Agreement, the Company granted the Underwriter a 30-day option to purchase up to an additional 1,322,534 shares of common stock and an additional 661,267 of the 2023 Warrants to cover over-allotments, if any. On May 25, 2023, the Underwriter exercised in full this option and purchased the additional securities for aggregate gross proceeds to the Company of approximately $1,408,000, before deducting underwriting discounts and commissions and other offering expenses.

 

The Underwriter was paid a cash fee of 7.0% of the aggregate gross proceeds of the 2023 Offering (including the over-allotment option) and reimbursed certain out-of-pocket expenses of approximately $125,000. In addition, pursuant to the Underwriting Agreement, the Company initially issued to the Underwriter common stock purchase warrants (the UW Warrants) for a total of 709,760 shares. Subsequently, the UW Warrants were reissued to the Underwriter and its agents for a total of 604,623 shares. The UW warrants are exercisable six months from the respective issuance dates and have a four- year term and a per share exercise price of $1.32.

 

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.

 

Warrants

 

As of December 31, 2023, the Company had the following warrants outstanding (share amounts in thousands):

 

Type  Number of
Shares		   Exercise
Price		   Expiration 
Balance as of March 31, 2023   7,565           
Issuance of common stock warrants   605   $1.32    May 2027 
Issuance of common stock warrants   5,070   $1.22    May 2028 
Balance as of June 30, 2023   13,240           
Activity   
—
           
Balance as of September 30, 2023   13,240           
Warrants exercised   (148)  $1.22    May 2028 
Balance as of December 31, 2023   13,092           

 

As of March 31, 2023, the Company had the following warrants outstanding (share amounts in thousands):

 

Type  Number of
Shares		   Exercise 
Price		   Expiration 
Common stock   1,348   $0.01    — 
Common stock   768   $6.00    January 2027 – February 2027 
Common stock   4,011   $6.60    February 2027 
Common stock   1,438   $6.60    November 2027 
Total   7,565           

 

Other

 

During the nine months ended December 31, 2023 and 2022, the Company issued 1,429 and 348 shares of common stock with fair values of approximately $1,400 and $1,000, respectively, to a service provider.