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Warrants
6 Months Ended
Jun. 30, 2025
Warrants  
Warrants

(10)Warrants

Except as noted otherwise, all the warrants described below were outstanding as of June 30, 2025, and are accounted for as a component of stockholders’ equity. All PFWs issued in the Company’s financings were exercised on or before January 10, 2025.

In connection with the IPO, the Company granted the underwriter warrants (the “IPO Underwriter Warrants”) to purchase up to approximately one share of Company common stock at an exercise price of $3,696,000.00 per share. The IPO Underwriter Warrants have a five-year term and were not exercisable prior to January 9, 2022.

In connection with the February 16, 2023 registered direct offering, the Company issued the February Placement Agent Warrants to purchase up to approximately one share of common stock. The February Placement Agent Warrants became exercisable commencing August 17, 2023, expire February 16, 2028, and have an exercise price per share of $486,948.00 per share.

In connection with an agreement the Company entered into with a consultant in February 2023, the Company agreed to issue warrants (the “Consultant Warrants”) to purchase up to approximately one share of common stock at $369,600.00 per share. The Consultant Warrants became exercisable any time after August 23, 2023, until February 23, 2028.

In connection with the June 6, 2023 registered direct offering (the “June RDO”), the Company issued approximately 55 Series A-1 Warrants and approximately 55 Series A-2 Warrants, which became exercisable commencing June 9, 2023. The Series A-1 and Series A-2 Warrants expire three years following the date of sale and have an exercise price of $348.35 per share. The Company also issued warrants to the June RDO placement agent to purchase up to approximately 4 shares of common stock. The June RDO Placement Agent Warrants became exercisable commencing June 9, 2023, expire three years after issuance, and have an exercise price per share of $161,700.00 per share.

In connection with the September Offering, the Company issued warrants to the underwriter to purchase up to approximately 23 shares of common stock. One additional warrant was issued to the underwriter in October 2023 in connection with the underwriter’s partial exercise of the overallotment option. The September Offering Underwriter Warrants became exercisable commencing 180 days after issuance, expire five years following the date of sale and have an exercise price per share of $23,562.

In connection with the December 4, 2023 registered direct offering, the Company issued the December Placement Agent Warrants to purchase up to approximately 9 shares of common stock. The December Placement Agent Warrants became exercisable on issuance, expire five years following the date of issuance, and have an exercise price per share of $11,180.40.

In connection with the January 2024 RDO, the Company issued the January 2024 Warrants to purchase up to approximately 12,864 Warrants to purchase common stock at a purchase price of $1,127.28 per share. The January 2024 Warrants became exercisable commencing on issuance and are exercisable for three and one-half years from the date of issuance at an exercise price of $1,127.28 per share. All PFWs sold in the January 2024 RDO were exercised prior to April 30, 2024. In connection with the January 2024 RDO, the Company also issued the placement agent the January 2024 Placement Agent Warrants to purchase up to approximately 386 shares of common stock. The January 2024

Placement Agent Warrants became exercisable on issuance, expire three and one-half years following the date of sale and have an exercise price per share of $1,409.10.

In connection with the July 2024 Offering, the Company issued to the placement agent the July Placement Agent Warrants to purchase up to approximately 542 shares of common stock. The July Placement Agent Warrants became exercisable January 18, 2025, expire July 22, 2029, and have an exercise price of $346.50 per share.

In connection with the 2024 PIPE, the Company issued 22,966 Series C Warrants and 22,966 Series D Warrants. The Series C and Series D Warrants became exercisable commencing on shareholder approval which occurred February 25, 2025. The Series C Warrants are exercisable for five years from shareholder approval; the Series D Warrants are exercisable for two and one-half years from such approval. The initial exercise price for the Series C and Series D Warrants was $438.90 per share, subject to adjustments and resets. In addition, the Series D Warrants included an alternative cashless exchange provision whereby the holder could exchange each Series D Warrant for three shares of Common Stock. The Series C Warrants and the Series D Warrants are accounted for as liabilities.

In connection with the March 2025 Offering, the Company issued the March 2025 Offering Warrants to purchase up to 366,072 shares of common stock at an exercise price of $24.08 per share. The March 2025 Offering Warrants became exercisable commencing on issuance and are exercisable for five years from the date of issuance. In connection with the March 2025 Offering, the Company also issued the placement agent the March 2025 Placement Agent Warrants to purchase up to 18,304 shares of common stock. The March 2025 Placement Agent Warrants became exercisable on issuance, expire five years following the date of sale and have an exercise price of $29.96 per share.

The following table summarizes the Company’s outstanding warrants at June 30, 2025:

    

Number

    

Exercise Price

Description

of Shares

Per Share

IPO Underwriter Warrants

 

1

$

3,696,000

February 2023 Placement Agent Warrants

 

1

486,948

February 2023 Consultant Warrants

 

1

369,600

June 2023 Series A-1 warrants

 

55

348.35

June 2023 Series A-2 warrants

 

55

348.35

June 2023 Placement Agent Warrants

 

4

161,700.00

September 2023 Underwriter Warrants

 

23

23,562.00

October 2023 Underwriter Overallotment Warrants

 

1

23,562.00

December 2023 Placement Agent Warrants

 

9

11,180.40

January 2024 Warrants

 

6,745

1,127.28

January 2024 Warrants

 

5,422

438.90

January 2024 Placement Agent Warrants

 

386

1,409.10

July 2024 Placement Agent Warrants

 

542

346.50

December 2024 Series C Warrants

 

144,678

69.67

March 2025 Offering Warrants

 

366,072

24.08

March 2025 Placement Agent Warrants

 

18,304

29.96

Approximately 697 of the January 2024 Warrants were exercised in the first half of 2024. In December 2024, the Company modified the exercise price applicable to certain Series A-1 and Series A-2 Warrants to $348.35, and the January 2024 Warrants to $438.90 per share. In connection with the modification, the Company recorded a deemed dividend in the aggregate of $30,601. During the six months ended June 30, 2025, all Series D warrants were exercised representing 425,895 shares after reset adjustments.