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Note 10 - Common Stock Warrants

3 Months Ended

Mar. 31, 2025

Stockholders' Equity Note, Warrants or Rights Disclosure [Text Block]

NOTE 10. COMMON STOCK WARRANTS

See Notes 2, “Summary of Significant Accounting Policies;” 3, “Fair Value Measurements;” 8, “Financing Activities;” and 11, “Stockholders’ Equity” for certain defined terms below and additional discussion of financing activities and related accounting policies and fair value estimates.

July 2024 Pre-Funded Warrants

In July 2024, in conjunction with the 2024 Public Offering, the Company issued 2,041,814 July 2024 Pre-Funded Warrants (in lieu of shares of common stock (see additional discussion in Note 8, “Financing Activities”). The July 2024 Pre-Funded Warrants were classified as a component of permanent equity because they are freestanding financial instruments that are legally detachable and separately exercisable from the shares of common stock with which they were issued, were immediately exercisable, did not embody an obligation for us to repurchase our shares, and permitted the holders to receive a fixed number of shares of common stock upon exercise.

As of March 31, 2025, all of the July 2024 Pre-Funded Warrants had been exercised, resulting in the Company issuing 2,041,814 shares of common stock. In connection with such exercises, the Company received net proceeds of approximately $20 thousand during the third quarter of 2024.

July 2024 Warrants

In July 2024, in conjunction with the 2024 Public Offering, the Company issued new July 2024 Warrants.

	●	Series F-1 Warrants exercisable for 3,537,212 shares of common stock for an initial exercise price of $1.10 per share through July 30, 2029; and
	●	Series F-2 Warrants exercisable for 3,537,212 shares of common stock for an initial exercise price of $1.10 per share through January 29, 2025; and
	●	Series F-3 Warrants exercisable for 3,537,212 shares of common stock for an initial exercise price of $1.10 per share through July 29, 2025.

The July 2024 Warrants were classified as a component of permanent equity. The July 2024 Warrants down round feature adjustment was triggered on September 27, 2024, resulting in a reduced exercise price of $0.66 per share for all of the July 2024 Warrants.

In January 2025, Series F-2 Warrants were exercised for 402,727 shares of common stock. The remaining Series F-2 Warrants exercisable for 3,134,485 shares of common stock expired unexercised on January 29, 2025.

In March 2025, the Company entered into three (3) separate confidential settlement and release agreements (collectively, the “Settlement Agreements”) with each of Sabby Volatility Warrant Master Fund, Ltd. (“Sabby”), Bigger Capital Fund, LP (“Bigger”) and District 2 Capital Fund LP (“District 2,” and together with Sabby and Bigger, the “Warrant Holders”) to settle certain disputed matters relating to the July 2024 Warrants held by each of the Warrant Holders. In connection with the Settlement Agreements, Series F-3 Warrants were exercised for 527,784 shares of common stock. Additionally, in conjunction with the Settlement Agreements, Series F-1 Warrants and Series F-3 Warrants exercisable for 1,272,725 and 744,941 shares of common stock, respectively, were repurchased by the Company for $1.8 million. The repurchase of these warrants was recorded as a reduction of additional paid-in capital in the Company’s unaudited condensed consolidated balance sheet during the quarter ended March 31, 2025.

The Settlement Agreements include a “most favored nations” provision for each of the Warrant Holders that would increase the amount paid to the Warrant Holders if any other holder of the Company’s common stock receives a higher amount per underlying warrant, as well as a mutual release of all claims by the Company and the Warrant Holders against each other, without any admission of liability by either party. For more information on the Settlement Agreements, please see the Company’s Form 8-K filed on March 11, 2025.

June 2024 Warrants

In June 2024, in conjunction with the 2024 Warrant Reprice Transaction, the Company issued new common stock purchase warrants (the “June 2024 Warrants”) exercisable for 90,381 shares of common stock for $2.57 per share through December 17, 2029. The June 2024 Warrants were classified as a component of permanent equity.

March 2024 Warrant

In March 2024, the Company executed the First Amendment and Subsidiary Guarantee Consent as part of the 2024 Subsidiary Guarantee Termination with holders of the Secured Convertible Notes (see Note 9, “Convertible Notes”) in order to satisfy a closing condition for the DERMAdoctor Divestiture (see Note 16, “DERMAdoctor Divestiture”). In exchange for the consent of each holder, the option, at the holder’s election, to receive upon the closing of the DERMAdoctor Divestiture either, a new common stock warrant (the “March 2024 Warrant”), or a new unsecured convertible note (see Note 9, “Convertible Notes”). One holder elected the option to receive a March 2024 Warrant exercisable for 28,572 shares of common stock for $4.90 per share.

The March 2024 Warrant was initially classified as a liability from the date of issuance until Company stockholder approval on May 28, 2024, at which time it was reclassified to equity.

December 2023 Warrants

In December 2023, the Company issued new common stock purchase warrants (the “December 2023 Warrants”) exercisable for 72,256 shares of common stock for $8.75 per share through June 21, 2029.

The December 2023 Warrants were initially classified as liabilities from the date of issuance until Company stockholder approval was received on May 28, 2024, at which time it was reclassified to equity.

May 2023 Warrants

In May 2023, the Company issued the following new common stock purchase warrants (collectively, the “May 2023 Warrants”):

	●	May 2023 Series B-1 Warrants exercisable for 72,528 shares of common stock for an initial exercise price of $45.50 per share through June 9, 2028 (“*May 2023 B-1 Warrants*”); and
	●	May 2023 Series B-2 Warrants exercisable for 72,528 shares of common stock for an initial exercise price of $45.50 per share through June 9, 2025 (“*May 2023 B-2 Warrants*”).

In December 2023, the Company amended certain May 2023 Warrants to reduce their exercise prices to $8.75 per share. Immediately after amendment, the following May 2023 Warrants were exercised (while any unexercised May 2023 Warrants maintained an exercise price of $45.50 per share):

	●	May 2023 B-1 Warrants exercisable for 18,132 shares of common stock; and
	●	May 2023 B-2 Warrants exercisable for 54,120 shares of common stock.

In June 2024, in conjunction with the 2024 Warrant Reprice Transaction, the Company amended certain May 2023 Warrants to reduce their exercise prices to $2.50 per share. Immediately after amendment, the following May 2023 Warrants were exercised (while any unexercised May 2023 Warrants maintained an exercise price of $8.75 per share):

	●	May 2023 B-1 Warrants exercisable for 54,396 shares of common stock; and
	●	May 2023 B-2 Warrants exercisable for 18,408 shares of common stock.

November 2022 Warrants

In November 2022, the Company issued the following common stock purchase warrants (collectively, the “November 2022 Warrants”):

	●	November 2022 Series A-1 Warrants exercisable for 14,741 shares of common stock for an initial exercise price of $220.50 per share through November 20, 2028 (“*November 2022 A-1 Warrants*”); and
	●	November 2022 Series A-2 Warrants exercisable for 14,741 shares of common stock for an initial exercise price of $220.50 per share through May 20, 2024 (“*November 2022 A-2 Warrants*”).

In May 2023, the Company amended certain November 2022 Warrants to reduce their exercise prices from $220.50 per share to $52.50 per share as follows:

	●	November 2022 A-1 Warrants exercisable for 12,473 shares of common stock; and
	●	November 2022 A-2 Warrants exercisable for 12,473 shares of common stock.

In May 2024, all November 2022 Series A-2 Warrants for 14,741 shares of common stock remained unexercised and expired.

In June 2024, in conjunction with the 2024 Warrant Reprice Transaction, the Company amended certain November 2022 Warrants to reduce their exercise prices from $52.50 per share to $2.50 per share as follows:

●

November 2022 A-1 Warrants exercisable for 12,473 shares of common stock.

September 2022 Warrants

In September 2022, the Company issued new common stock purchase warrants (the “September 2022 Warrants”) exercisable for 9,371 shares of common stock for an initial exercise price of $220.50 per share through September 11, 2028.

In May 2023, the Company amended certain September 2022 Warrants exercisable for 6,819 shares of common stock to reduce their exercise prices from $220.50 per share to $52.50 per share.

In June 2024, in conjunction with the 2024 Warrant Reprice Transaction, the Company amended certain September 2022 Warrants exercisable for 5,104 shares of common stock to reduce their exercise prices from $52.50 per share to $2.50 per share.

November 2021 Warrants

In November 2021, the Company issued new common stock purchase warrants (the “November 2021 Warrants”) exercisable for 30,616 shares of common stock for an initial exercise price of $649.25 per share through March 9, 2023.

In September 2022, the Company amended all November 2021 Warrants to reduce their exercise prices from $649.25 per share to $220.50 per share and extend their termination date to September 11, 2028. Immediately after amendment, November 2021 Warrants were exercised for 7,654 shares of common stock.

In May 2023, the Company amended certain November 2021 Warrants exercisable for 15,308 shares of common stock to reduce their exercise prices from $220.50 per share to $52.50 per share.

July 2020 Warrants

In July 2020, the Company issued new common stock purchase warrants (the “July 2020 Warrants”) exercisable for 5,635 shares of common stock for an initial exercise price of $2,021.25 per share through January 22, 2026.

In September 2022, the Company amended certain July 2020 Warrants exercisable for 3,921 shares of common stock to reduce their exercise prices from $2,021.25 to $220.50 per share. Immediately after amendment, July 2020 Warrants were exercised for 1,715 shares of common stock.

In May 2023, in conjunction with the 2023 Private Placement, the Company amended certain July 2020 Warrants exercisable for 2,206 shares of common stock to reduce their exercise prices from $220.50 per share to $52.50 per share.

Summary of Common Stock Warrant Activity and Outstanding

Activity related to common stock warrants outstanding at March 31, 2025 and 2024 were as follows:

	Warrants			Weighted- Average Exercise Price
Outstanding at December 31, 2023		210,946		$	50.96
Warrants granted		28,572			4.90
Warrants exercised		—			—
Warrants expired		—			—
Outstanding at March 31, 2024		239,518			56.63

Outstanding at December 31, 2024		10,836,275		$	1.41
Warrants granted		—			—
Warrants exercised		(930,511	)		0.66
Warrants expired		(3,134,485	)		0.66
Warrants repurchased		(2,017,666	)		0.66
Outstanding at March 31, 2025		4,753,613			2.36

The exercise of 527,784 Series F-3 Warrants and repurchase of Series F-1 Warrants and Series F-3 Warrants of 1,272,725 and 744,941, respectively, between December 31, 2024 and March 31, 2025, were pursuant to the Settlement Agreements that we entered into in March 2025 to settle certain disputed matters relating to the July 2024 Warrants held by each of the Warrant Holders. See Note 10, “Common Stock Warrants” for additional information.

Common stock warrants outstanding as of March 31, 2025 were as follows:

Series	Exercise Price		Expiration Date	Warrants
July 2020 Warrants	$	2,021.25	January 22, 2026		1,714
July 2020 Warrants		52.50	January 22, 2026		2,206
TLF Warrants		822.96	January 15, 2026		13
November 2021 Warrants		220.50	September 11, 2028		7,654
November 2021 Warrants		52.50	September 11, 2028		15,308
September 2022 Warrants		220.50	September 11, 2028		2,552
September 2022 Warrants		52.50	September 11, 2028		1,715
November 2022 A-1 Warrants		220.50	November 20, 2028		2,268
December 2023 Warrants		8.75	June 21, 2029		72,256
March 2024 Warrant		4.90	March 24, 2029		28,572
June 2024 Warrants		2.57	December 17, 2029		90,381
July 2024 F-1 Warrants		0.66	July 30, 2029		2,264,487
July 2024 F-3 Warrants		0.66	July 29, 2025		2,264,487
Outstanding at March 31, 2025					4,753,613

Summary of Common Stock Warrant Liabilities

The following is a reconciliation of the beginning and ending balances for warrant liabilities measured at fair value on a recurring basis (in thousands) during the quarter ended March 31, 2024. There were no warrant liabilities outstanding during the quarter ended March 31, 2025. See additional information per Note 3, “Fair Value Measurements”, subheading “Black Scholes Valuation Model Assumptions.”

Warrant liabilities as of December 31, 2023		334
Decrease in fair value of December 2023 Warrants liability during period		(173	)
Fair value of March 2024 Warrant upon issuance		92
Decrease in fair value of March 2024 Warrant liability after issuance		(21	)
Warrant liabilities as of March 31, 2024	$	232