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Shareholders' Equity (Deficit)
 3 Months Ended
Mar. 31, 2025
Stockholders' Equity Note [Abstract]  
Shareholders' Equity (Deficit)

Note 7. Shareholders’ Equity (Deficit)

Ordinary Shares

As of March 31, 2025 and December 31, 2024, the Company was authorized to issue up to 245,035,791,523 ordinary shares.

 

Currently, each ADS represents 2,000 ordinary shares (the “ADS Ratio”). All ADS and per ADS amounts in the accompanying condensed consolidated financial statements reflect the ADS Ratio.

March 2025 Private Placement

In March 2025, the Company entered into a securities purchase agreement (the “March 2025 Purchase Agreement”) with certain investors, including the Company’s Chairman, Dr. Hoyoung Huh, director, then President and Chief Executive Officer, Dr. Samir R. Patel, and all other members of the Company’s board, pursuant to which the Company agreed to sell and issue in a private placement (the “March 2025 Offering”) an aggregate of 6,637,626 ADSs, or prefunded warrants (“Pre-Funded Warrants”) in lieu thereof, each representing 2,000 of the Company’s ordinary shares (the “Shares”), and, in each case, Series A warrants to purchase ADSs (“Series A Warrants”) and Series B warrants to purchase ADSs (“Series B Warrants”), the “Warrants,” and together with the ADSs or Pre-Funded Warrants, the “Units”)). The Units consist of (i) for investors committing less than $1.0 million in cash in the March 2025 Offering (“Tier 1 Investors”) one ADS or Pre-Funded Warrant plus a Series A Warrant to purchase one ADS and a Series B Warrant to purchase one ADS, (ii) for investors committing at least $1.0 million, but less than $3.0 million in the March 2025 Offering (“Tier 2 Investors”) one ADS or Pre-Funded Warrant plus a Series A Warrant to purchase 1.25 ADSs and a Series B Warrant to purchase one ADS, and (iii) for investors committing $3.0 million or more in the March 2025 Offering (“Tier 3 Investors”), one ADS or Pre-Funded Warrant plus a Series A Warrant to purchase 1.5 ADSs and a Series B Warrant to purchase one ADS. The purchase price per Unit for investors purchasing ADSs is equal to $0.87 plus (a) $0.25 for Tier 1 Investors, (b) $0.28125 for Tier 2 Investors, or (c) $0.3125 for Tier 3 Investors (the “ADS Unit Purchase Price”). The purchase price per Pre-Funded Warrant plus Series A Warrant and Series B Warrant is equal to $0.67 (which represents the ADS purchase price minus the $0.20 exercise price for such Pre-Funded Warrant) plus (a) $0.25 for Tier 1 Investors, (b) $0.28125 for Tier 2 Investors, or (c) $0.3125 for Tier 3 Investors (the “Pre-Funded Unit Purchase Price”).

As part of the March 2025 Offering, Dr. Huh agreed to purchase $1 million of Units, with the purchase price thereof to be satisfied through his agreement to cancel and extinguish $1.0 million of notes previously issued to him by the Company (the “Note Termination”) for an equal amount of ordinary shares and warrants.

The gross proceeds from the March 2025 Offering were approximately $6.6 million, net of the $1.0 million from the Note Termination, before deducting placement agent fees and other offering expenses payable by the Company. A portion of the proceeds, approximately $4.0 million, were received in April 2025 (Note 15).

The placement agent will be paid three percent (3%) of the total number of ADSs issued in the March 2025 Offering, including any of the ADSs issuable upon exercise of the Pre-Funded Warrants (excluding the ADSs issued to Dr. Huh in respect to the Note Termination).

 

Merger with Peak Bio, Inc.

On November 14, 2024, the Company completed its previously announced strategic combination with Peak Bio. In connection with the acquisition, the Company issued 25,227,884,000 ordinary shares and assumed (i) November 2022 Peak Warrants to purchase an aggregate of 1,577,566 ADSs at $39.18 per ADS, and (ii) April 2023 Peak Warrants to purchase an aggregate of 1,187,013 ADSs at $2.04 per ADS.

The Company determined that the November 2022 Peak Warrants and the April 2023 Peak Warrants are not indexed to the Company’s own stock in the manner contemplated by the relevant accounting standard. Accordingly, on the Closing of the acquisition, the Company classified these warrants as derivative liabilities in its unaudited condensed consolidated balance sheets.

 

Warrants

In connection with various previous financing transactions, the Company has issued warrants to purchase the Company’s ordinary shares represented by ADSs. The Company accounts for such warrants as equity instruments or liabilities, depending on the specific terms of the warrant agreement.

The following table summarizes the Company’s outstanding warrants as of March 31, 2025 and December 31, 2024:

 

 

 

Number of Warrant ADSs

 

 

 

 

 

 

 

 

March 31,

 

 

December 31,

 

 

Weighted-Average

 

 

 

 

 

2025

 

 

2024

 

 

Exercise Price

 

 

Expiration Date

Equity-classified Warrants

 

 

 

 

 

 

 

 

 

 

 

October 2023 Investor Prefunded
   Warrants

 

 

48,387

 

 

 

48,387

 

 

$

0.20

 

 

None

March 2025 Series A Investor Warrants

 

 

2,283,031

 

 

 

—

 

 

$

0.87

 

 

3/6/2026

March 2030 Series B Investor Warrants

 

 

2,283,031

 

 

 

—

 

 

$

0.87

 

 

3/6/2030

May 2024 Investor Warrants

 

 

4,029,754

 

 

 

4,029,754

 

 

$

1.77

 

 

May-Jun 2027

March 2024 Placement Agent Warrants

 

 

132,061

 

 

 

132,061

 

 

$

1.85

 

 

3/27/2029

May 2024 Placement Agent Warrants

 

 

322,380

 

 

 

322,380

 

 

$

1.89

 

 

5/31/2029

November 2024 Investor Warrants

 

 

1,713,402

 

 

 

1,713,402

 

 

$

2.26

 

 

Dec 2027-Jun 2028

October 2023 Placement Agent Warrants

 

 

42,550

 

 

 

42,550

 

 

$

4.13

 

 

10/6/2028

March 2022 Investor Warrants

 

 

186,007

 

 

 

186,007

 

 

$

28.00

 

 

3/10/2027

March 2022 Placement Agent Warrants

 

 

14,874

 

 

 

14,874

 

 

$

30.00

 

 

3/10/2027

December 2021 Investor Warrants

 

 

107,775

 

 

 

107,775

 

 

$

33.00

 

 

1/4/2027

December 2021 Placement Agent
   Warrants

 

 

8,615

 

 

 

8,615

 

 

$

35.00

 

 

12/29/2026

2020 Investor Warrants

 

 

—

 

 

 

139,882

 

 

$

44.00

 

 

Feb-Mar 2025

July 2021 Placement Agent Warrants

 

 

19,909

 

 

 

19,909

 

 

$

46.40

 

 

7/7/2026

2020 Placement Warrants

 

 

—

 

 

 

22,481

 

 

$

51.00

 

 

Feb-Mar 2025

 

 

11,191,776

 

 

 

6,788,077

 

 

 

 

 

 

Liability-classified Warrants

 

 

 

 

 

 

 

 

 

 

 

April 2023 Peak Bio Warrants

 

 

1,187,013

 

 

 

1,187,013

 

 

$

2.04

 

 

4/28/2028

September 2022 Series B Investor Warrants

 

 

754,997

 

 

 

754,997

 

 

$

17.00

 

 

9/14/2029

November 2022 Peak Bio Warrants

 

 

1,577,556

 

 

 

1,577,556

 

 

$

39.18

 

 

11/1/2027

 

 

3,519,566

 

 

 

3,519,566

 

 

 

 

 

 

Total outstanding warrants

 

 

14,711,342

 

 

 

10,307,643

 

 

 

 

 

 

 

The following table summarizes the Company’s warrants activity for the three months ended March 31, 2025:

 

 

 

Number of

 

 

Weighted-Average

 

 

 

Warrants

 

 

Exercise Price

 

Outstanding at December 31, 2024

 

 

10,307,643

 

 

$

10.37

 

Issued

 

 

4,566,062

 

 

 

0.87

 

Exercised

 

 

—

 

 

 

—

 

Expired

 

 

(162,363

)

 

 

44.97

 

Outstanding at March 31, 2025

 

 

14,711,342

 

 

$

7.04