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Subsequent Events | 12 Months Ended
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Dec. 31, 2024
Subsequent Events [Abstract] |
Subsequent Events | 9. Subsequent Events The Company performed an evaluation of subsequent events through the date of filing of these consolidated financial statements with the SEC. Other than as described below, there were no material subsequent events which affected, or could affect, the amounts or disclosures in the consolidated financial statements. Nasdaq Compliance On August 23, 2024, the Company received a letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) on August 19, 2024 indicating that the Company was not in compliance with the minimum net stockholders’ equity requirement of $2,500,000 for continued listing on the Nasdaq Capital Market under Listing Rule 5550(b) (the “Stockholders’ Equity Requirement”). On October 3, 2024, the Company submitted a plan to the Staff to regain compliance with the Stockholders’ Equity Requirement, which outlined the Company’s proposed initiatives to regain compliance by raising equity capital through various registered equity offerings. On October 21, 2024, the Staff provided notice (the “Notice”) to the Company that it had granted an extension through February 18, 2025 to regain compliance with the Stockholders’ Equity Requirement, which required that the Company complete its capital raising initiatives and evidence compliance with the Stockholders’ Equity Requirement through filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”) providing certain required information. As of February 18, 2025, the Company had not gained compliance with the Stockholders’ Equity Requirement. Accordingly, on February 19, 2025, the Company received a Staff determination letter from the Staff stating that the Company did not meet the terms of the extension because it did not complete its proposed financing initiatives to regain compliance. The Company timely filed an appeal and requested a Hearing before a Nasdaq Hearings Panel (the “Panel”), which has been granted. The Hearing request automatically stayed Nasdaq’s delisting of the Company’s common shares and warrants pending the Panel’s decision. Pursuant to the Nasdaq Listing Rules, the Panel has the discretion to grant the Company an additional extension through no later than August 18, 2025. At the upcoming hearing, the Company will present its plan for regaining and sustaining compliance with the Stockholders’ Equity Requirement for continued listing. However, there can be no assurances that the Hearings Panel will grant the Company an extension of time to regain compliance, or that the Company will be able to regain compliance during any extension period. The Company intends to take reasonable measures available to regain compliance under Nasdaq’s listing rules and to remain listed on Nasdaq. However, there can be no assurances that the Company will ultimately regain compliance with the Stockholders’ Equity Rule, or be able to maintain compliance with all other applicable requirements for continued listing on Nasdaq. If the Company does not regain compliance with Nasdaq’s continued listing requirements within the time period permitted by Nasdaq, then the Company’s securities will be delisted from Nasdaq. Termination of At-the-Market Sales Agreement WallachBeth Capital, LLC. Effective January 6, 2025, the Company entered into an At-the-Market Sales Agreement (the “Sales Agreement”) with WallachBeth Capital, LLC (the “Agent”) pursuant to which the Company may offer and sell from time to time through the Agent, acting as agent, shares of its common stock, $0.0001 par value per share, having an aggregate offering price of up to $1,700,000, subject to the terms and conditions of the Agreement. The issuance and sale, if any, of shares of common stock through the Agent under the Sales Agreement was to be made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-278874) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on April 23, 2024, and declared effective on May 2, 2024. The offering of shares of the Company’s common stock pursuant to the Sales Agreement was scheduled to terminate upon the earliest of (i) the sale of the maximum dollar amount of shares of common stock subject to the Sales Agreement, (ii) the termination of the Sales Agreement by the Company or the Agent, and (iii) the expiration of the shelf registration statement on Form S-3 (File No. 333-278874) on the third anniversary of the initial effective date of such registration statement. On March 7, 2025, the Company provided a notice of termination of the Sales Agreement to the Agent, which, pursuant to the terms of the Sales Agreement, will become effective 10 days after issuance, or March 18, 2025. No shares of common stock were sold under this Sales Agreement. Sale of Securities Pursuant to Securities Purchase Agreement On February 11, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain purchasers named therein (the “Purchasers”), pursuant to which the Company agreed to issue and sell, (a) in a registered direct offering (the “Registered Offering”), an aggregate of 434,784 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at an offering price of $2.415 per share, and (b) in a concurrent private placement (the “Private Offering”), warrants (the “Common Stock Warrants”) to purchase an aggregate of 434,784 shares of Common Stock. The Common Stock Warrants were immediately exercisable for a term of five years from issuance at an exercise price of $2.29 per share. The Common Stock Warrants and the shares of Common Stock underlying the Common Stock Warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and have been issued in reliance on an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) thereof. The Common Stock Warrants and the shares of the Company’s Common Stock underlying the Common Stock Warrants may not be offered or sold in the United States in the absence of an effective registration statement or exemption from applicable registration requirements. The Company has agreed to file a registration statement to cover the resale of any share of Common Stock issuable upon the exercise of the Common Stock Warrants by April 4, 2025. The Registered Offering and Private Offering are referred to herein as the “Offering”. The Offering resulted in gross proceeds of $1,050,003 before deducting the placement agent’s fees and related offering expenses. The Shares were offered by the Company pursuant to a prospectus supplement to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-278874), which was initially filed with the Securities and Exchange Commission (the “Commission”) on April 23, 2024, and was declared effective by the Commission on May 2, 2024. The Offering closed on February 13, 2025 (the “Closing Date”). H.C. Wainwright & Co., LLC acted as the exclusive placement agent for the offering. If a Fundamental Transaction (as defined in the Common Stock Warrants) occurs, then the successor entity will succeed to, and be substituted for the Company, and may exercise every right and power that the Company may exercise and will assume all of the Company’s obligations under the Common Stock Warrants with the same effect as if such successor entity had been named in the Common Warrant itself. If holders of shares of the Company’s Common Stock are given a choice as to the securities, cash or property to be received in such a Fundamental Transaction, then the holder of the Common Stock Warrants shall be given the same choice as to the consideration it would receive upon any exercise of the Common Stock Warrants following such a Fundamental Transaction. Additionally, as more fully described in the Common Stock Warrants, in the event of certain Fundamental Transactions, the holders of such Common Stock Warrants will be entitled to receive cash consideration in an amount equal to the Black-Scholes value of the Common Stock Warrants on the date of consummation of such Fundamental Transaction. On the Closing Date, the Company issued to the Placement Agent, or its designees, warrants (the “Placement Agent’s Warrants”) to purchase up to 32,609 shares of Common Stock, which represents 7.5% of the Shares sold in the Registered Offering. The Placement Agent’s Warrants have an exercise price of $3.0188 per share, and a term of five years form the commencement of the sales pursuant to the Offering and otherwise have the same terms as the Common Stock Warrants. The Placement Agent’s Warrants and the shares of Common Stock underlying the Placement Agent’s Warrants have not been registered under the Securities Act and have been issued in reliance on an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) thereof. The Placement Agent’s Warrants and the shares of the Company’s Common Stock underlying the Placement Agent’s Warrants may not be offered or sold in the United States in the absence of an effective registration statement or exemption from applicable registration requirements. As soon as practicable (and in any event by April 4, 2025), the Company has agreed to file a registration statement on Form S-1 providing for the resale by the Purchasers of the Common Warrant Shares issued and issuable upon exercise of the Common Warrants. The Company is obligated to use commercially reasonable efforts to cause such registration statement to become effective within 120 days following the Closing Date and to keep such registration statement effective at all times until no Purchaser owns any Common Warrants or Common Warrant Shares issuable upon exercise thereof. Other Significant Developments Effective March 11, 2025, the Company entered into Amendment No. 1 to the Collaboration Agreement between the Company and GEIS that relieved the Company of the financial obligation to support the randomized Phase 2 portion of the clinical trial contemplated in the Collaboration Agreement of approximately $3,095,000 (see Note 8).

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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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