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Subsequent Events | 6 Months Ended
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Jun. 30, 2024
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS | 12. SUBSEQUENT EVENTS The Company has evaluated subsequent events through August 14, 2024, which is the date the financial statements were issued. (a) At-the-Market Sales Agreement On July 12, 2024, the Company filed a shelf registration statement on Form S-3 (File No. 333-280796), containing a (i) base prospectus covering the offering, issuance, and sale by the Company of up to $15,000,000 of the Company’s common stock, preferred stock, warrants, debt securities, and units; and (ii) a sales agreement prospectus supplement (“Prospectus Supplement”) covering the offering, issuance, and sale by the Company of up to a maximum aggregate offering price of $1,253,603 (which amount was included in the $15,000,000 aggregate offering price set forth in the base prospectus) of the Company’s common stock that may be issued and sold under the At-the-Market Issuance Sales Agreement dated as of July 12, 2024 (the “ATM Agreement”), entered into between the Company and WallachBeth Capital LLC, as sales agent. The registration statement was declared effective by the SEC on July 18, 2024. The Prospectus Supplement was subsequently amended on July 22, 2024, July 24, 2024, July 26, 2024, and August 2, 2024, to increase the maximum aggregate offering price under the ATM Agreement to $1,774,640, $1,890,705, $2,190,416, and $2,295,192, respectively. Between July 19, 2024 and August 1, 2024, the Company sold a total of 677,819 shares pursuant to the ATM Agreement and Prospectus Supplement, as amended, and obtained proceeds of $1,994,583. (b) 2024 Annual Meeting of Stockholders On July 16, 2024, the Company conducted its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). The Company’s stockholders of record at the close of business on May 12, 2024, the record date for the determination of stockholders entitled to vote at the 2024 Annual Meeting, approved the proposals to (1) elect five directors to serve until the 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified; (2) approve an amendment to the 2022 Plan to increase the number of shares of common stock available for issuance by 416,667 shares; (3) approve an amendment to the Company’s Certificate of Incorporation, to effect a reverse stock split of our common stock at a reverse stock split ratio ranging from 1:5 to 1:12 inclusive, as may be determined at the appropriate time by the Board of Directors, in its sole discretion; (4) approve a modification to the strike price of options granted to the Company’s Chief Executive Officer and President and Chief Financial Officer to comply with Nasdaq Listing Rule 5635(c); (5) approve the issuance of options granted to a consultant to comply with Nasdaq Listing Rule 5635(c); and (6) ratify the selection of RBSM LLP by the Board of Directors as the Company’s independent auditor for the fiscal year ending December 31, 2024. (c) Reverse Stock Split In February 2024, the Company received a letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, its common stock had not maintained a minimum closing bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided an initial period of 180 calendar days, or until August 26, 2024 (the “Compliance Period”), to regain compliance with the Bid Price Rule. To regain compliance, the closing bid price of the Company’s common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive trading days, unless extended by Nasdaq under Nasdaq Rule 5810(c)(3)(H), prior to August 26, 2024. At the 2024 Annual Meeting in July 2024, the Company’s stockholders approved a reverse stock split of its common stock at a range of ratios between 1:5 to 1:12 inclusive, and on July 19, 2024, the Company’s Board of Directors approved the implementation of the reverse stock split at a ratio of 1:12 (the “Reverse Stock Split”). The Reverse Stock Split was effective as of August 12, 2024. As of the effective time of the Reverse Stock Split, every twelve (12) issued and outstanding shares of the Company’s common stock was automatically combined and converted into one (1) issued and outstanding share of the Company’s common stock, reducing the number of shares of common stock outstanding from 21,219,937 shares to 1,768,337 shares. The Reverse Stock Split did not change the authorized number of shares of common stock or preferred stock. Proportional adjustments were made to the number of shares of common stock issuable upon exercise or conversion of the Company’s equity awards, warrants, and other equity instruments convertible into common stock, as well as the respective exercise prices, if applicable in accordance with the terms of the instruments. No fractional shares of common stock were issued in connection with the Reverse Stock Split and all fractional shares were rounded up to the nearest whole share with respect to outstanding shares of common stock. Unless otherwise noted, all references to numbers of shares of the Company’s common stock and per share information presented in these consolidated condensed financial statements have been retroactively adjusted, as appropriate, to reflect the Reverse Stock Split, including reclassifying an amount equal to the reduction in par value of common stock to additional paid-in capital. (d) Other Events On July 1, 2024, Trevally completed the production of 8.8 kilograms of castanospermine, the starting material used to manufacture celgosivir, satisfying its obligations to the Company pursuant to the Debt Exchange Agreement and subsequent amendment described in Note 6. On July 9, 2024, the Company’s expanded use protocol for treatment of babesiosis in immunocompromised patients with persistent babesia microti received IRB (ethics) clearance. On July 15, 2024, the Company entered into clinical trial agreements with Yale University and Rhode Island Hospital for its tafenoquine babesiosis clinical trial in hospitalized patients. On July 22, 2024 and July 26, 2024, the Company converted 1,291 and 1,032 shares of Series A Preferred Stock, respectively, held by Knight Therapeutics Inc. into 40,000 shares and 33,334 shares of common stock, respectively. On July 24, 2024, the Company was awarded a fixed-price contract with the United States Army Medical Materiel Development Activity to support commercial validation of new bottle and replacement blister packaging of Arakoda®. There have been no other events or transactions during this time which would have a material effect on these consolidated condensed financial statements.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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