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Stockholders' Equity | 12 Months Ended
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Dec. 31, 2024
Stockholders' Equity [Abstract] |
Stockholders' Equity |
(9) | Stockholders’ Equity
The Company’s Board of Directors approved in January 2017 the Tenth Amended and Restated Certificate of Incorporation authorizing the Company to issue for all classes of stock 169,000,000 shares at $0.001 par value per share, of which 95,853,558 shares were designated common stock and 73,146,442 shares were designated Preferred Stock. In June 2021, the Company issued 2,650,000 shares of common stock in connection with the Company’s IPO of its common stock at $13.00 per share. Net proceeds to the Company, after deducting underwriting discounts, commissions, and legal expenses, was $31,613,500. Offering costs incurred by the Company were $2,016,143, which include legal expenses incurred and paid by the underwriters of $425,000. Immediately prior to the closing of the IPO, all of the convertible Series A preferred stock and redeemable convertible Series B and Series C preferred stock automatically converted into 8,116,343 shares of common stock. The Company filed an Eleventh Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”) with the Secretary of State of the State of Delaware in connection with the completion of the IPO on June 22, 2021. The Amended and Restated Certificate amends and restates the Company’s existing certificate of incorporation in its entirety to, among other things: (i) authorize 200,000,000 shares of common stock; (ii) eliminate all references to the previously-existing series of preferred stock (Series A, B and C); and (iii) authorize 10,000,000 shares of undesignated preferred stock that may be issued from time to time by the Board in one or more series. On July 1, 2022, we filed a shelf registration statement to sell up to $150 million in common and preferred stock, debt securities and warrants. Additionally, we entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Piper Sandler & Co. (“Piper Sandler” or the “Sales Agent”) and filed a related prospectus establishing an “at-the-market” facility, pursuant to which we may offer and sell shares of our common stock from time to time through the Sales Agent. In October 2023, the Sales Agent was authorized to sell shares for aggregate proceeds up to $16.7 million at current market prices until all shares are sold. During the year ended December 31, 2024, we sold approximately 1.3 million shares of common stock for aggregate proceeds of $2 million, and as of December 31, 2024, approximately $7.0 million remains available for sale pursuant to the prospectus. As of December 31, 2024, the amount we are authorized to sell is subject to baby-shelf limitations. The Company may only offer one-third of the public float during and trailing twelve-month period. Based on our public float, as of the date of the filing of this Annual Report on Form 10-K, we are only permitted to utilize a shelf registration statement, including the registration statement under which our at the market offering is operated, subject to Instruction I.B.6 to Form S-3, which is referred to as the “baby shelf” rule. For so long as our public float is less than $75.0 million, we may not sell more than the equivalent of one-third of our public float during any 12 consecutive months pursuant to the baby shelf rules. In April 2023, the Company sold an aggregate of (i) 1,318,000 shares of common stock and (ii) pre-funded warrants to purchase up to 1,878,722 shares of common stock in a registered direct offering (“pre-funded warrants”) and, in a concurrent private placement, warrants to purchase up to 3,196,722 shares of common stock (“common warrants”). Additionally, common warrants were issued to the placement agent to purchase up to 191,803 shares of common stock as compensation for services (“placement agent warrants”), collectively the (“April 2023 Financing”). The purchase price per share for the common stock, prefunded warrants was $1.22 and $1.2199, respectively. The gross proceeds from the offering were $3,899,813, less placement agent fees and offering expenses of $547,764.
| (a) | Common Stock
The holders of the common stock shall have the exclusive right to vote for the election of directors and on all other matters requiring stockholder action, each outstanding share entitling the holder thereof to one vote on each matter properly submitted to the stockholders of the Company for their vote; provided, however, that, except as otherwise required by law, holders of common stock, as such, shall not be entitled to vote on any amendment to the Amended and Restated Certificate (or on any amendment to a certificate of designations of any series of preferred stock) that alters or changes the powers, preferences, rights or other terms of one or more outstanding series of preferred stock if the holders of such affected series of preferred stock are entitled to vote, either separately or together with the holders of one or more other such series, on such amendment pursuant to this Amended and Restated Certificate (or pursuant to a certificate of designations of any series of preferred stock). Dividends may be declared and paid or set apart for payment upon the common stock out of any assets or funds of the Company legally available for the payment of dividends, but only when and as declared by the Board of Directors or any authorized committee thereof. In the event of our liquidation or dissolution, the holders of common stock are entitled to receive proportionately the Company’s net assets available for distribution to stockholders after the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock. Holders of common stock have no preemptive, subscription, redemption, or conversion rights.
| (b) | Convertible Preferred Stock
As of December 31, 2024, no shares of convertible preferred stock have been issued and/or outstanding, and no dividends have been declared or paid since inception.
| (c) | Redeemable Convertible Preferred Stock
As of December 31, 2024, no shares of redeemable convertible preferred stock have been issued and/or outstanding, and no dividends have been declared or paid since inception.
| (d) | Preferred Stock
Under the terms of the Amended and Restated Certificate, the Company’s Board of Directors is authorized to direct the Company to issue shares of preferred stock in one or more series without stockholder approval. The Board of Directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. The purpose of authorizing the Board of Directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions, future financings, and other corporate purposes, could have the effect of making it more difficult for a third-party to acquire, or could discourage a third-party from seeking to acquire, a majority of the outstanding voting stock. As of December 31, 2024 and 2023, no shares of preferred stock are outstanding.
| (e) | April 2023 Financing
On April 20, 2023, the Company entered into a securities purchase agreement pursuant to which the Company sold (i) 1,318,000 shares of common stock, (ii) pre-funded warrants to purchase 1,878,722 shares of common stock, (iii) common warrants to purchase 3,196,722 shares of common stock. Additionally, common warrants to purchase 191,803 shares of common stock were issued to the placement agent as compensation for services performed. The pre-funded warrants, common warrants and placement agent warrants were exercisable immediately following the closing date of the offering. The pre-funded warrants have an unlimited term and an exercise price of $0.0001 per share. The common warrants have a 5.5-year term and an exercise price of $1.095 per share. The placement agent warrants have a 5-year term and exercise price of $1.525 per share. The offering resulted in aggregate gross proceeds of $3,899,813, before $547,764 of transaction costs. The pre-funded warrants and common warrants are freestanding financial instruments that are legally detachable and separately exercisable from the shares of common stock with which they were issued, are immediately exercisable, do not embody an obligation for the Company to repurchase its shares, and permit the holders to receive a fixed number of shares of common stock upon exercise. The common stock was valued at $1,133,480, based on the Company’s stock price. The pre-funded warrants and common warrants were valued at $1,615,701 and $1,854,099, respectively, using the following Black-Scholes assumptions:
|  | Pre-funded warrants |  |  | Common warrants |
Expected term (in years) |  |  | 4 |  |  |  | 4 |
Risk‑free interest rate |  |  | 3.83 | % |  |  | 3.83 | %
Dividend yield |  |  | — | % |  |  | — | %
Expected volatility |  |  | 100.25 | % |  |  | 100.25 | %
Exercise price |  | $ | 0.0001 |  |  | $ | 1.095 |
Stock price |  | $ | 0.86 |  |  | $ | 0.86 |
Black-Scholes value |  | $ | 0.86 |  |  | $ | 0.58 |
The net proceeds of $3,352,049 were allocated to the common stock, pre-funded warrants and common warrants using the relative fair value method and recorded to stockholders’ equity. In June 2023, all pre-funded warrants were exercised for shares of common stock. In September and October 2023, all common warrants and 122,994 placement agent warrants were exercised for cash proceeds of $3,687,976. As of December 31, 2024 and 2023, 68,809 placement agent warrants remain outstanding.
| (f) | Warrants
As of December 31, 2024, the Company has warrants outstanding to purchase shares of common stock, which are all exercisable in whole or in part, with expiration dates as follows:
|  | 2024 |  |  | 2023 |
|  | Number of |  |  |  |  |  | Number of |  |  |  |
|  | warrants |  |  | Exercise |  |  | warrants |  |  | Exercise |
Expiration date |  | outstanding |  |  | price |  |  | outstanding |  |  | price |
March 2024 |  |  | — |  |  |  | — |  |  |  | 31,882 |  |  | $ | 31.50 |
April 2024 |  |  | — |  |  |  | — |  |  |  | 4,762 |  |  | $ | 31.50 |
November 2024 |  |  | — |  |  |  | — |  |  |  | 5,805,083 |  |  | $ | 1.48 |
April 2025 |  |  | 55,177 |  |  | $ | 7.25 |  |  |  | 55,177 |  |  | $ | 7.25 |
December 2026 |  |  | 128,934 |  |  | $ | 9.45 |  |  |  | 128,934 |  |  | $ | 9.45 |
January 2027 |  |  | 12,705 |  |  | $ | 9.45 |  |  |  | 12,705 |  |  | $ | 9.45 |
April 2028 |  |  | 68,809 |  |  | $ | 1.53 |  |  |  | 68,809 |  |  | $ | 1.53 |
November 2028 |  |  | 5,805,083 |  |  | $ | 1.18 |  |  |  | 5,805,083 |  |  | $ | 1.18 |
Total |  |  | 6,070,708 |  |  |  |  |  |  |  | 11,912,435 |  |  |  |  |
In March, April and November 2024, warrants to purchase shares of common stock for 31,882, 4,762 and 5,805,083 expired, respectively.
| (g) | Dividends
As of December 31, 2024, no dividends have been declared or paid since inception.

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