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Warrants | 9 Months Ended
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Sep. 30, 2025
Warrants [Abstract] |
Warrants | Note 9. Warrants 2024 Warrant Inducement Offering On August 6, 2024, the Company extended the expiration date of the Series B warrants issued in the Offering to October 7, 2024, by entering into an amendment to the Warrant Agency Agreement. On October 3, 2024, the Company extended the expiration date of the Series B warrants to November 8, 2024, by entering into a further amendment to the Warrant Agency Agreement. On November 5, 2024, the Company entered into inducement offer letter agreements (the Inducement Letters) with certain holders (the Holders) of existing Series B warrants (the Existing Warrants) to purchase up to an aggregate of 2,246,030 shares of the Company’s common stock. Pursuant to the Inducement Letters, the Holders agreed to exercise for cash their Existing Warrants at a reduced exercise price of $1.30 per share in consideration for the Company’s agreement to issue in a private placement (i) new Series C common stock purchase warrants (the Series C Warrants) to purchase an aggregate of 2,246,030 shares of common stock and (ii) new Series D common stock purchase warrants (the Series D Warrants) to purchase an aggregate of 2,246,030 shares of common stock. The Series C Warrants have an exercise price of $1.61 per share, were exercisable upon issuance and originally expired on the nine-month anniversary of the date of issuance. The Series D Warrants have an exercise price of $1.61 per share, were exercisable upon issuance and expire on the five-year anniversary of the date of issuance. The warrant inducement offering closed on November 6, 2024. Upon exercise of the Existing Warrants, the Company issued 1,328,650 shares of its common stock while the remaining 917,380 shares (the Issuable Shares) remained under abeyance, pending issuance instructions from the Holders, pursuant to the terms of the Inducement Letters. The Company accounted for the issuance of the: i) shares of its common stock, ii) the Series C Warrants, iii) the Series D Warrants, and iv) the remaining Issuable Shares as a single equity transaction for gross proceeds of approximately $2.92 million. The fair value of the unissued Issuable Shares at each balance sheet date has been presented separately as issuable shares on the condensed consolidated balance sheets and statements of stockholders’ equity. As of September 30, 2025, all of the Issuable Shares had been issued and no shares remained under abeyance. In relation to the above warrant inducement offering, the Company engaged Ladenburg as placement agent and paid cash compensation of 9% of the gross proceeds. In addition, the Company issued Ladenburg and its designees warrants to purchase up to an aggregate of 157,223 shares of common stock at an exercise price of $1.625, which were exercisable upon issuance, expire on the five-year anniversary of the date of issuance, and other than the foregoing terms, have substantially similar terms to the Series C Warrants. Amendments to Series C Warrants On May 2, 2025, the Company extended the expiration date of its Series C Warrants to purchase an aggregate of 2,246,030 shares of common stock from May 6, 2025 to August 4, 2025, by entering into an amendment with each holder of the Series C Warrants. On August 4, 2025, the Company extended the expiration date of its outstanding Series C Warrants to purchase an aggregate of 2,246,030 shares of common stock from August 4, 2025 to December 5, 2025, by entering into a second amendment with each holder of the Series C Warrants. 2025 Warrant Inducement Offering On September 11, 2025, the Company entered into an inducement offer letter agreement (the 2025 Inducement Letter) with a holder (the Series C Holder) of Series C Warrants to purchase up to an aggregate of 952,380 shares of common stock. Pursuant to the 2025 Inducement Letter, the Series C Holder agreed to exercise for cash its Series C Warrants at a reduced exercise price of $1.18 per share in consideration for the Company’s agreement to issue in a private placement new Series E common stock purchase warrants (the Series E Warrants) to purchase an aggregate of 952,380 shares of common stock. The Series E Warrants have an exercise price of $1.25 per share, will be exercisable upon the six-month anniversary of the date of issuance and will have a term of exercise of 5.5 years from the initial exercise date. The warrant inducement offering closed on September 12, 2025. Upon exercise of the Series C Warrants, the Company issued 115,000 shares of common stock while the remaining 837,380 shares (the 2025 Issuable Shares) remained under abeyance, pending issuance instructions from the Series C Holder, pursuant to the terms of the 2025 Inducement Letter. The Company accounted for the issuance of the: i) shares of common stock, ii) the Series E Warrants and iii) the remaining 2025 Issuable Shares as a single equity transaction for gross proceeds of approximately $1.1 million. The fair value of the unissued 2025 Issuable Shares has been presented separately as issuable shares on the condensed consolidated balance sheets and statements of stockholders’ equity. In relation to the above warrant inducement offering, the Company engaged Ladenburg as placement agent and paid cash compensation of 9% of the gross proceeds. In addition, the Company issued Ladenburg and its designees warrants to purchase up to an aggregate of 66,667 shares of common stock at an exercise price of $1.475, which will be exercisable on the six-month anniversary of the date of issuance, expire on the five-year anniversary of the date of issuance, and include piggyback registration rights that are triggered if there is not an effective registration statement covering the resale of all of the shares issuable upon the exercise of the warrants while the warrants are outstanding. The remaining material terms of the warrants issued to Ladenburg and its designees are substantially similar to those of the Series E Warrants. Warrants Classified as Liabilities The securities purchase agreements governing warrants issued in registered direct offerings completed in November 2022 and June 2023 (collectively, the Purchase Warrants) provide for a value calculation for such warrants using the Black Scholes model in the event of certain fundamental transactions. The fair value calculation provides for a floor on the volatility amount utilized in the value calculation at 100% or greater. The Company has determined this provision introduces leverage to the holders of the Purchase Warrants that could result in a value that would be greater than the settlement amount of a fixed-for-fixed option on the Company’s own equity shares. Therefore, pursuant to ASC 815, the Company has classified the Purchase Warrants as liabilities in its consolidated balance sheet. The classification of the Purchase Warrants, including whether the Purchase Warrants should be recorded as liabilities or as equity, is evaluated at the end of each reporting period with changes in the fair value reported in other income (expense) in the consolidated statements of operations. As of September 30, 2025, the Company had the following Purchase Warrants outstanding (share amounts in thousands):
|  | Number of Shares |  |  | Exercise Price |  |  | Expiration Date
Warrants issued - November 2022 |  |  | 92 |  |  | $ | 40.00 |  |  | May 28, 2028
Warrants issued - June 2023 |  |  | 143 |  |  | $ | 28.00 |  |  | June 2, 2028
|  |  | 235 |  |  |  |  |  |  |
The following table sets forth changes in the fair value of the Purchase Warrants outstanding (amounts in thousands):
|  | Number of Warrants |  |  |  |
|  | on Common Shares |  |  | Amount |
Balance as of December 31, 2024 |  |  | 235 |  |  | $ | 55 |
Change in fair value of warrants |  |  | — |  |  |  | (35 | )
Balance as of March 31, 2025 |  |  | 235 |  |  | $ | 20 |
Change in fair value of warrants |  |  | — |  |  |  | 29 |
Balance as of June 30, 2025 |  |  | 235 |  |  | $ | 49 |
Change in fair value of warrants |  |  | — |  |  |  | 16 |
Balance as of September 30, 2025 |  |  | 235 |  |  | $ | 65 |
The outstanding Purchase Warrants had no intrinsic value at September 30, 2025. The fair value of the Purchase Warrants at September 30, 2025 was determined using the Black Scholes model with the assumptions in the following table.
|  | 2022 Purchase Warrant |  |  | 2023 Purchase Warrant |
Expected term based on contractual term |  |  | 2.7 years |  |  |  | 2.7 years |
Interest rate (risk-free rate): |  |  | 3.73 | % |  |  | 3.73 | %
Expected volatility |  |  | 134 | % |  |  | 133 | %
Expected dividend |  |  | — |  |  |  | — |
Fair value of warrants (in thousands) |  | $ | 29 |  |  | $ | 36 |
The fair value of the Purchase Warrants at December 31, 2024 was determined using the Black Scholes model with the assumptions in the following table.
|  | 2022 Purchase Warrant |  |  | 2023 Purchase Warrant |
Expected term based on contractual term |  |  | 3.4 years |  |  |  | 3.4 years |
Interest rate (risk-free rate): |  |  | 4.38 | % |  |  | 4.38 | %
Expected volatility |  |  | 115 | % |  |  | 117 | %
Expected dividend |  |  | — |  |  |  | — |
Fair value of warrants (in thousands) |  | $ | 25 |  |  | $ | 30 |
Warrants Classified as Equity As of September 30, 2025, the Company had the following equity-classified common stock purchase warrants outstanding (share amounts in thousands):
Warrant Type |  | Number of Shares |  |  | Exercise Price |  |  | Expiration
Common Stock Warrant |  |  | 7 |  |  | $ | 28.00 |  |  | June 2, 2028
Series A warrants |  |  | 3,975 |  |  | $ | 2.250 |  |  | February 8, 2029
Series A warrants |  |  | 139 |  |  | $ | 2.625 |  |  | February 8, 2029
Series C warrants |  |  | 1,294 |  |  | $ | 1.610 |  |  | December 5, 2025
Series C warrants |  |  | 157 |  |  | $ | 1.625 |  |  | November 6, 2029
Series D warrants |  |  | 2,246 |  |  | $ | 1.610 |  |  | November 6, 2029
Series E warrants |  |  | 952 |  |  | $ | 1.250 |  |  | September 12, 2031
Series E warrants |  |  | 67 |  |  | $ | 1.475 |  |  | September 12, 2030
Balance as of September 30, 2025 |  |  | 8,837 |  |  |  |  |  |  |
The outstanding equity-classified warrants had no intrinsic value at September 30, 2025.

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