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Stockholders’ Equity
 6 Months Ended
Jun. 30, 2025
Equity [Abstract]  
Stockholders’ Equity

 

(9)Stockholders’ Equity

 

On June 4, 2025, the Company held its annual general meeting of shareholders, at which a proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “ Restated Certificate”) to reduce the number of authorized shares of the Company’s common stock from 200,000,000 to 75,000,000 shares was approved. The Company filed the amendment to the Restated Certificate with the Secretary of State of the State of Delaware on June 4, 2025. The amendment to the Restated Certificate became effective upon filing with the Secretary of State of the State of Delaware.

 

 

  (a) Issuance of Common Stock

 

On April 26, 2024, the Company entered into a sales agreement with A.G.P./Alliance Global Partners (“A.G.P.”) (the “A.G.P. Sales Agreement”) pursuant to which the Company may issue and sell, from time to time, shares of its common stock having an aggregate offering price of up to the amount the Company registered on an effective registration statement pursuant to which the offering is being made. The Company currently has registered $10,616,169 shares of common shares for sale under the A.G.P. Sales Agreement, pursuant to the Registration Statement on Form S-3, as amended (File No. 333-275716) (the “Form S-3”), through A.G.P. as the Company’s sales agent. A.G.P. may sell the Company’s common stock by any method permitted by law deemed to be an “at the market (“ATM”) offering” as defined in Rule 415(a)(4) of the Securities Act, including sales made directly on or through the Nasdaq Capital Market or any other existing trade market for our common stock, in negotiated transactions at market prices prevailing at the time of sale or at prices related to prevailing market prices, or any other method permitted by law. A.G.P. will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell shares under the A.G.P. Sales Agreement. The Company will pay A.G.P. 3.0% of the aggregate gross proceeds from each sale of shares under the A.G.P. Sales Agreement. In addition, the Company has also provided A.G.P. with customary indemnification rights.

 

The shares of the Company’s common stock to be sold under the A.G.P. Sales Agreement will be sold and issued pursuant to the Form S-3, as amended, which was previously declared effective by the Securities and Exchange Commission, and the related prospectus and one or more prospectus supplements.

 

The Company is not obligated to make any sales of its common stock under the A.G.P. Sales Agreement. The offering of common stock pursuant to the A.G.P. Sales Agreement will terminate upon the termination of the A.G.P. Sales Agreement as permitted therein. The Company and A.G.P. may each terminate the A.G.P. Sales Agreement at any time upon ten days’ prior notice.

 

During the three and six month ended June 30, 2025, the Company sold 23,739 shares of common stock pursuant to the A.G.P. Sales Agreement at a weighted average price of $3.29 per share, for aggregate gross proceeds of $78,000, and net proceeds of $76,000, after deducting sales agent commission.

 

Previously, on March 6, 2017, the Company entered into a sales agreement (the “Cantor Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”) pursuant to which the Company could issue and sell, from time to time, shares of its common stock having an aggregate offering price of up to the amount the Company registered on an effective registration statement pursuant to which the offering was made. During the three months and six months ended June 30, 2024, the Company sold 32,110 shares of its common stock pursuant to the Cantor Sales Agreement. On April 24, 2024, the Cantor Sales Agreement was terminated.

 

  (b) Rights Agreement

 

On November 13, 2015, the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent, entered into a Rights Agreement (the “Rights Agreement”). Also on November 12, 2015, the Board of the Company authorized and the Company declared a dividend of one preferred stock purchase right (each a “Right” and collectively, the “Rights”) for each outstanding share of common stock of the Company. The dividend was payable to stockholders of record as of the close of business on November 30, 2015 and entitles the registered holder to purchase from the Company one one-thousandth of a fully paid non-assessable share of Series A Junior Participating Preferred Stock of the Company at a price of $63.96 per one-thousandth share (the “Purchase Price”). The Rights will generally become exercisable upon the earlier to occur of (i) 10 business days following a public announcement that a person or group of affiliated or associated persons has become an Acquiring Person (as defined below) or (ii) 10 business days (or such later date as may be determined by action of the Board prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of the outstanding common stock of the Company. Except in certain situations, a person or group of affiliated or associated persons becomes an “Acquiring Person” upon acquiring beneficial ownership of 15% or more of the outstanding shares of common stock of the Company.

 

In general, in the event a person becomes an Acquiring Person, then each Right not owned by such Acquiring Person will entitle its holder to purchase from the Company, at the Right’s then current exercise price, in lieu of shares of Series A Junior Participating Preferred Stock, common stock of the Company with a market value of twice the Purchase Price. In addition, if after any person has become an Acquiring Person, (a) the Company is acquired in a merger or other business combination, or (b) 50% or more of the Company’s assets, or assets accounting for 50% or more of its earning power, are sold, leased, exchanged or otherwise transferred (in one or more transactions), proper provision shall be made so that each holder of a Right (other than the Acquiring Person, its affiliates and associates and certain transferees thereof, whose Rights became void) shall thereafter have the right to purchase from the acquiring corporation, for the Purchase Price, that number of shares of common stock of the acquiring corporation which at the time of such transaction would have a market value of twice the Purchase Price.

 

 

The Company will be entitled to redeem the Rights at $0.001 per Right at any time prior to the time an Acquiring Person becomes such. The terms of the Rights are set forth in the Rights Agreement, which is summarized in the Company’s Current Report on Form 8-K dated November 13, 2015. The rights plan was originally set to expire on November 12, 2018; however, on November 5, 2018 our Board approved an Amended and Restated Rights Agreement pursuant to which the expiration date was extended to November 5, 2021, and again on November 2, 2021, the Company adopted a Second Amended and Restated Rights Agreement pursuant to which the expiration date was extended to November 1, 2024. On October 22, 2024, the Company adopted a Third Amended and Restated Rights Agreement pursuant to which the expiration date was extended to October 22, 2027, unless the rights are earlier redeemed or exchanged by the Company.

 

  (c) Share-Based Payments

 

The Company recognizes stock-based compensation expense for grants of stock option awards, restricted stock units and restricted stock under the Company’s Incentive Plan to employees, nonemployees and nonemployee members of the Company’s Board based on the grant-date fair value of those awards. The grant-date fair value of an award is generally recognized as compensation expense over the award’s requisite service period. In addition, the Company has granted performance-based stock option awards and restricted stock units, which vest based upon the Company satisfying certain performance conditions. Potential compensation cost, measured on the grant date, related to these performance options will be recognized only if, and when, the Company estimates that these options or units will vest, which is based on whether the Company considers the performance conditions to be probable of attainment. The Company’s estimates of the number of performance-based options or units that will vest will be revised, if necessary, in subsequent periods.

 

The Company uses the Black-Scholes model to compute the estimated fair value of stock option awards. Using this model, fair value is calculated based on assumptions with respect to (i) expected volatility of the Company’s common stock price, (ii) the periods of time over which employees and members of the board of directors are expected to hold their options prior to exercise (expected term), (iii) expected dividend yield on the common stock, and (iv) risk-free interest rates. Stock-based compensation expense also includes an estimate, which is made at the time of grant, of the number of awards that are expected to be forfeited. This estimate is revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Stock-based compensation cost that has been expensed in the statements of operations amounted to approximately $65,000 and $102,000, respectively, for the three months ended June 30, 2025 and 2024, and approximately $136,000 and $202,000, respectively for the six months ended June 30, 2025 and 2024. The expense is allocated as follows:

 

   2025   2024   2025   2024 
   Three Months Ended June 30,   Six Months Ended June 30, 
   2025   2024   2025   2024 
                 
Research and development  $31,016   $57,786   $66,989   $112,866 
General and administrative   34,189    44,479    69,218    88,705 
                     
Total  $65,205   $102,265   $136,207   $201,571 

 

The Company issued 8,820 stock options during each of the three months ended June 30, 2025 and 2024, and 25,191 and 34,446 stock options during the six months ended June 30, 2025 and 2024, respectively.

 

Key assumptions used in the determination of the fair value of stock options granted are as follows:

 

Expected Term: The expected term represents the period that the stock-based awards are expected to be outstanding. The expected term was estimated using the average of the contractual term and the vesting period of the stock option. For awards with performance conditions, and that have the contractual term to satisfy the performance condition, the contractual term was used.

 

Risk-Free Interest Rate: The risk-free interest rate used was based on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term.

 

 

Expected Dividend: The expected dividend assumption is based on management’s current expectation about the Company’s anticipated dividend policy. The Company does not anticipate declaring dividends in the foreseeable future.

 

Expected Volatility: The volatility factor is based solely on the Company’s trading history.

 

For options granted during the six months ended June 30, 2025 and 2024, the Company calculated the fair value of each option grant on the respective dates of grant using the following weighted average assumptions:

 

   2025   2024 
Expected term   5.73 years    5.76 years 
Risk-free interest rate   4.30%   4.32%
Expected dividend yield   —    — 
Expected volatility   94.19%   97.78%

 

The Company recognizes compensation expense for the portion of options that are expected to vest. Therefore, the Company applied estimated forfeiture rates that were derived from historical employee termination behavior. If the actual number of forfeitures differs from those estimated by management, additional adjustments to compensation expense may be required in future periods.

 

As of June 30, 2025, there was approximately $320,000 of total unrecognized compensation cost related to unvested stock option compensation granted under the Company’s stock option plan. That cost is expected to be recognized over a weighted average period of 1.1 years and will be adjusted for subsequent changes in estimated forfeitures. Additionally, as of June 30, 2025, there was $68,000 of total unrecognized compensation costs related to unvested restricted stock units that have either time-based or performance vesting.

 

  (d) Stock Option Plan

 

In April 2014, the Board adopted the 2014 Stock and Incentive Plan (“2014 Plan”) subject to shareholder approval which was received in June 2014. The 2014 Plan provides for the granting of nonqualified and incentive stock options, stock appreciation rights, restricted stock units, restricted stock and dividend equivalents. An aggregate of 58,823 shares were authorized for issuance under the 2014 Plan. Additionally, 15,994 remaining authorized shares under the 2011 Equity Incentive Plan were issuable under the 2014 Plan at the time of the 2014 Plan adoption. Upon receiving shareholder approval in June 2016, the 2014 Plan was amended and restated to increase the authorized number of shares of common stock of the Company issuable under all awards granted under the 2014 Plan from 74,817 to 145,405. Additionally, upon receiving shareholder approval in June 2018, the 2014 Plan was further amended and restated to increase the authorized number of shares of common stock of the Company issuable under all awards granted under the 2014 Plan from 145,405 to 189,522. Upon receiving shareholder approval in June 2020, the 2014 Plan was further amended and restated to increase the authorized number of shares of common stock of the Company issuable under all awards granted under the 2014 Plan from 189,522 to 336,582. In June 2024, the 2014 Plan was further amended and restated to increase the authorized number of shares of common stock of the Company issuable under all awards granted from 336,582 to 600,000. The Board, on an option-by-option basis, determines the number of shares, exercise price, term, and vesting period for options granted. Options granted generally have a ten-year contractual life. The Company issues shares of common stock upon the exercise of options with the source of those shares of common stock being either newly issued shares or shares held in treasury. An aggregate of 600,000 shares of common stock are authorized for issuance under the 2014 Plan, with 197,655 shares remaining available for grant as of June 30, 2025.

 

 

A summary of stock option activity is as follows:

 

   Outstanding stock options 
   Number of shares   Weighted average exercise price 
Balance at December 31, 2023    262,247   $34.21 
Options granted    84,715    4.79 
Options exercised    -    - 
Options forfeited    (10,209)   142.99 
Options cancelled    (1,495)   5.23 
Balance at December 31, 2024    335,258    23.59 
Options granted    25,191    4.28 
Options exercised    -    - 
Options forfeited    (5,541)   85.10 
Options cancelled    -    - 
Balance at June 30, 2025    354,908    21.26 
           
Options exercisable at June 30, 2025   256,738    27.57 

 

The following table summarizes information about stock options outstanding and exercisable:

 

As of June 30, 2025 
Options outstanding   Options exercisable 
Number outstanding   Weighted average remaining contractual life (Years)   Weighted average exercise price   Aggregate intrinsic value   Number exerciseable   Weighted average remaining contractual life (Years)   Weighted average exercise price   Aggregate intrinsic value 
                                      
 354,908    6.60   $21.26   $-    256,738    5.59   $27.57   $- 

 

As of June 30, 2024 
Options outstanding   Options exercisable 
Number outstanding   Weighted average remaining contractual life (Years)   Weighted average exercise price   Aggregate intrinsic value   Number exerciseable   Weighted average remaining contractual life (Years)   Weighted average exercise price   Aggregate intrinsic value 
                                      
 295,517    6.55   $30.36   $230,307    224,887    5.79   $37.54   $77,671 

 

The intrinsic value for stock options is defined as the difference between the current market value and the exercise price.

 

 

  (e) Restricted Stock Units

 

A summary of restricted stock unit activity is as follows:

 

   Number of Unvested Restricted Stock Units 
     
Balance at December 31, 2024   21,762 
Granted   - 
Vested   (2,416)
Cancelled   - 
Balance at June 30, 2025   19,346 

 

   Number of Unvested Restricted Stock Units 
Balance at December 31, 2023   - 
Granted   21,762 
Vested   - 
Cancelled   - 
Balance at June 30, 2024   21,762 

 

The weighted average grant date fair value of restricted stock units awarded during the six months ended June 30, 2024 was $3.61 per share.

 

  (f) Common Stock Warrants

 

The Company accounts for its common stock warrants under ASC 480, Distinguishing Liabilities from Equity, which requires any financial instrument, other than an outstanding share, that, at inception, embodies an obligation to repurchase the issuer’s equity shares, or is indexed to such an obligation, and requires or may require the issuer to settle the obligation by transferring assets, to be classified as a liability. In accordance with ASC 480, the Company’s outstanding warrants from an offering conducted in 2019 (the “November 2019 Offering”) were classified as a liability. The liability was adjusted to fair value at each reporting period, with the changes in fair value recognized as gain (loss) on change in fair value of warrant liability in the Company’s consolidated statements of operations. The warrants issued in the November 2019 Offering allowed the warrant holder, if certain change in control events had occurred, the option to receive an amount of cash equal to the value of the warrants as determined in accordance with the Black-Scholes option pricing model with certain defined assumptions upon a fundamental transaction. The warrants expired in November of 2024 and the related warranty liability was extinguished.

 

During the three and six months ended June 30, 2024, the Company recorded a non-cash loss of approximately $84,000 and $125,000 from the change in fair value of the November 2019 Offering warrants. The fair value of the warrants on June 30, 2024 was determined using the Black Scholes option pricing model with the following Level 3 inputs (as defined in the November 2019 Offering) include (i) volatility of 110.64%, (ii) risk free interest rate of 5.45%, (iii) strike price of $8.50, (iv) fair value of common stock of $8.24, and (v) expected life of 0.4 years.

 

Additionally, in an offering in February 2020, the Company issued 296,593 common stock warrants. However, because these warrants did not provide the warrant holder the option to put the warrant back to the Company, the warrants were classified as equity. The common stock warrants from the February 2020 offering expired in February 2025 and no warrants were exercised during 2025 prior to their expiration.

 

No common stock warrants were exercised during either the three or six months ended June 30, 2025 or 2024. As of June 30, 2024, there were 113,795 warrants outstanding, with a weighted average exercise price of $8.72 per share and a remaining life of 0.5 years, with an aggregate intrinsic value of $0. As of June 30, 2025, there are no warrants outstanding.