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Convertible Preferred Stock and Stockholders’ Equity
 9 Months Ended
Sep. 30, 2025
Convertible Preferred Stock and Stockholders’ Equity [Abstract]  
Convertible Preferred Stock and Stockholders’ Equity

Note 9 — Convertible Preferred Stock and Stockholders’ Equity

 

Authorized Capital

 

As of September 30, 2025 and December 31, 2024, the Company is authorized to issue 250,000,000 shares and 10,000,000 shares of common stock and preferred stock, respectively, with a par value of $0.00001 for both common stock and preferred stock.

 

At September 30, 2025 and December 31, 2024, the Company had designated 1,150,000 shares, 10,000 shares, 2,700,000 shares, and 10,000 shares of Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock, respectively. At September 30, 2025, the Company had designated 32,000 shares of Series D Preferred Stock.

 

Preferred Stock

 

Series Seed Convertible Preferred Stock

 

The Company has 1,150,000 shares of preferred stock designated as Series Seed Preferred Stock (“Series Seed”) and there are no shares of Series Seed outstanding as of September 30, 2025 and December 31, 2024.

 

Series A Convertible Preferred Stock

 

On September 29, 2023, the Company filed a Certificate of Designations of Rights and Preferences of Series A Preferred Stock of the Company (the “Series A Certificate of Designations”) with the State of Delaware to designate and authorize the issuance of up to 10,000 shares of Series A Preferred Stock.

 

On October 3, 2023, the Company issued 3,000 shares of Series A Convertible Preferred Stock in exchange for the settlement of $3.0 million in notes payable due to Veru, Inc.

 

On September 24, 2024, Veru converted all 3,000 shares of Series A Convertible Preferred Stock into 1,679 shares of the Company’s common stock per the stated conversion ratio. There were 0 shares of Series A Convertible Stock outstanding as of September 30, 2025 and December 31, 2024.

 

Series B Convertible Preferred Stock

 

On December 15, 2023, the Company filed a Certificate of Designations of Rights and Preferences of Series B Convertible Preferred Stock of the Company (the “Series B Certificate of Designations”) with the State of Delaware to designate and authorize the issuance of up to 2,700,000 shares of Series B Preferred Stock.

 

On December 15, 2023, in connection with the PMX Transaction, as part of the purchase consideration, the Company issued 2,696,729 shares of Series B Convertible Preferred Stock. The Series B Preferred Stock was initially convertible into approximately 79,315 shares of the Company’s common stock, upon Stockholder Approval as defined in the Series B Certificate of Designation.

 

The Company evaluated the terms of the Series B Preferred Stock, and in accordance with the guidance of ASC 480, the Series B Preferred Stock was classified as temporary equity in the accompanying consolidated balance sheets, as the shares may be redeemable by the holders for cash, upon certain conditions that are not within the control of the Company. Additionally, the Company does not control the actions or events necessary to deliver the number of required shares upon exercise by the holders of the conversion feature. The Series B Preferred Stock was recorded at its fair value as of the issuance date. The Series B Preferred Stock was not previously redeemable or probable of becoming redeemable because it was subject to, among other things, Stockholder Approval as described above, and therefore the carrying amount was not accreted to its redemption value in prior periods.

 

On September 5, 2024, Stockholder Approval was obtained, and on September 24, 2024, the Company effected the conversion of all 2,696,729 shares of Series B Preferred Stock into 79,315 shares of the Company’s common stock.

Series C Convertible Preferred Sock

 

On October 1, 2024, the Board of Directors authorized the Company to create a series of 10,000 shares of preferred stock designated as “Series C Convertible Preferred Stock”, with a par value of $0.00001, pursuant to the certificate of designations. At any time after the initial issuance date of Series C Convertible Preferred Stock (“Series C Preferred Stock”), each Preferred Share shall be convertible into validly issued, fully paid and non-assessable shares of Common Stock. The holders of Series C Preferred Stock are entitled to dividends, on an as-if converted basis, equal to and in the same form as dividends actually paid on shares of Common Stock, when and if actually paid. In addition, from and after the occurrence and during the continuance of any Triggering Event, dividends (“Default Dividends”) will accrue on the Stated Value of each Preferred Share at a rate of fifteen percent (15.0%) (the “Default Rate”) per annum. Each holder is entitled to convert any portion of the outstanding Series C Preferred Stock held by such holder into validly issued, fully paid and non-assessable Conversion shares at the Conversion Rate, which can be determined by dividing (x) the Conversion Amount of such Preferred Share by (y) the Conversion Price, $4.5056, subject to adjustment as provided in the Certificate of Designations.

 

After the Stockholder Approval Date, if a Triggering Event occurs and is continuing at any time after the earlier of the holders’ receipt of a Triggering Event Notice and such holder becoming aware of such Triggering Event (such earlier date, the “Alternate Conversion Right Commencement Date”) and ending on the twentieth (20th) Trading Day after the later of (x) the date of such Triggering Event is cured and (y) such holder’s receipt of a Triggering Event Notice (such ending date, the “Alternate Conversion Right Expiration Date”), and each such period, an “Alternate Conversion Right Period”), such holder may, at such holder’s option, by delivery of a Conversion Notice to the Company (the date of any such Conversion Notice, each an “Alternate Conversion Date”), convert all, or any number of Preferred Shares held by such holder into shares of Common Stock at the Alternate Conversion Price (each, an “Alternate Conversion”). Alternate Conversion Price means, with respect to any Alternate Conversion that price will be the lowest of (i) the applicable Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Conversion, and (ii) the greater of (x) the Floor Price and (y) 80% of the lowest VWAP of the Common Stock during the five (5) consecutive Trading Day period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice (such period, the “Alternate Conversion Measuring Period”).

 

At any time, the Company has the right to redeem in cash all or part of the Series C Preferred Shares then outstanding at a price (the “Company Optional Redemption Price”) equal to 125% of the greater of (i) the Conversion Amount being redeemed and (ii) the product of (1) the Conversion Rate with respect to the Conversion Amount being redeemed multiplied by (2) the greatest closing sale price of the Company’s Common Stock on any Trading Day during the period commencing on the date immediately preceding the date the Company notifies the holders of its elections to redeem and the date the Company makes the entire payment required. Upon the occurrence of a Bankruptcy Triggering Event, the Company will immediately redeem, in cash, each of the Preferred Shares then outstanding at a redemption price equal to the greater of (i) the product of (A) the Conversion Amount to be redeemed multiplied by (B) 125% and (ii) the product of (X) the Conversion Rate with respect to the Conversion Amount in effect immediately following the date of initial public announcement of such Bankruptcy Triggering Event multiplied by (y) the product of (1) 125% multiplied by (2) the greatest closing sale price of the Common Stock on any Trading Day during the period commencing on the date immediately preceding such Bankruptcy Triggering Event and ending on the date the Company pays the entire payment required. The holders of the Series C Preferred Stock are entitled to be paid a cash amount equal to 30% of the gross proceeds in the event of any sale of common stock under the ELOC (as defined below) in accordance with the terms stated below within the ELOC securities purchase agreement.

 

In no event may any Series C Preferred Shares be converted (or Series C Warrants be exercised) and shares of Common Stock be issued to any holder if after giving effect to the issuance of shares of Common Stock upon such conversion of the Series C Preferred Shares (or exercise of the Series C Warrants), the holder (together with its affiliates, if any) would beneficially own more than 4.99% of the outstanding shares of Common Stock, which we refer to herein as the “Series C PIPE Blocker”. The Series C PIPE Blocker may be raised or lowered to any percentage not in excess of 9.99% at the option of the applicable holder of the Series C Preferred Shares (or Series C Warrants), except that any raise will only be effective upon 61-days’ prior notice to the Company.

 

On July 16, 2025, the Company exercised its voluntary Series C Preferred Stock adjustment right to lower the conversion price of the Series C Preferred Stock To $3.50, and holders of 1,920 shares of Series C Preferred Stock agreed to convert their shares into shares of Common Stock. During the three and nine months ended September 30, 2025, 0 and 1,369 shares of Series C Preferred Stock was redeemed for an aggregate amount of $0 and $1.71 million, respectively, and 1,920 Series C Preferred Stock converted into common stock and 203 shares of Series C Preferred Stock were exchanged into 244 shares of Series D Preferred Stock (as defined below). As of September 30, 2025, 7 shares of Series C Preferred Stock remain outstanding, with a carrying value of $1.7 thousand, as reflected in the accompanying condensed consolidated balance sheet.

Series D Preferred Stock

 

On September 22, 2025, the Company entered into a securities purchase agreement (the “Series D Securities Purchase Agreement” and the financing contemplated therein, the “Series D PIPE Financing”) with eleven institutional investors, and sold or exchanged debt, to such investors (collectively, the “Series D PIPE Investors”) an aggregate of 16,099 shares of Series D convertible preferred stock, par value $0.00001 per share (“Series D Preferred Stock”), which includes an issuance of 500 shares of Series D Preferred Stock to the lead investor in consideration for the Series D PIPE Investors’ irrevocable commitment to purchase shares of the Series D Preferred Stock, and warrants (the “Series D Warrants”) to purchase 4,362,827 shares of Common Stock, (the Series D Preferred Stock together with the Series D Warrants, the “Series D PIPE Securities”), for an aggregate purchase price of approximately $12.9 million and net cash proceeds of $9.3 million. The exercise price of the Series D Warrants is $3.6896, and the Series D Warrants are exercisable beginning on the issuance date and expire on the third anniversary of the issuance date.

 

Concurrently with entering into the Securities Purchase Agreement, the Company also entered into a registration rights agreement with the Series D PIPE Investors, pursuant to which it has agreed to provide the Series D PIPE Investors with certain registration rights related to the shares of Common Stock underlying the shares of Series D Preferred Stock and Series D Warrants.

 

The extinguishment was achieved through a combination of cash payment and the issuance of Series D Preferred Stock and Series D Warrants. The transaction was accounted for as a debt extinguishment in accordance with ASC 405-20 and ASC 470-50. The Company derecognized the carrying amounts of the notes payable and recognized a gain or loss on extinguishment equal to the difference between the reacquisition price, measured at the fair value of the cash and equity instruments transferred, and the net carrying value of the debt. The Company recognized a loss on extinguishment related to this transaction of $5,384,719 recorded within loss on extinguishment of notes payable in the accompanying condensed consolidated statement of operations and comprehensive loss for the three and nine months ended September 30, 2025.

 

The Series D Preferred Stock was determined to be more akin to an equity-like host than a debt-like host and was classified as permanent equity as it was not redeemable in any manner that would require classification outside of permanent equity pursuant to ASC 480-10-S99. The Series D Preferred Stock was recorded on the accompanying consolidated balance sheet at its par value.

 

The Series D Warrants and certain embedded share-settled redemption features of the Series D Preferred Stock issued were determined to be liability-classified instruments pursuant to ASC 480 and ASC 815. The embedded features of the Series D Preferred Stock were bifurcated and accounted for separately as derivative liabilities. The Company measured both the warrant liabilities and bifurcated derivative liabilities at fair value on a recurring basis using Level 3 inputs as of September 22, 2025 (the issuance date) and September 30, 2025. The fair value of the derivative liabilities was $772,000 and $988,000 as of September 22 and September 30, 2025, respectively. The fair value of the warrant liabilities was $14,749,000 and $12,815,000 as of those same dates. See Note 8 for further information regarding the valuation methodology and assumptions used in determining the fair value of the warrant and derivative liabilities.

 

In connection with the Series D PIPE Financing, the Company incurred direct and incremental expenses of $775,000, comprised of legal fees and success fees, were expensed immediately. In addition to these issuance costs, the Company recognized a significant loss on issuance due to the fair value allocation requirements under US GAAP. Specifically, because the Series D Warrants and certain embedded features of the Series D Preferred Stock were determined to be liability-classified instruments pursuant to ASC 480 and ASC 815, they were initially measured at fair value upon issuance. The aggregate fair value of the Warrants $14,749,000 and the bifurcated derivative liabilities related to the Preferred Stock $772,000, as determined by a third-party valuation specialist using a Monte Carlo simulation, exceeded the total gross proceeds received in the Series D PIPE Financing of $12,977,671. As required by the guidance in ASC 470-20-25-2, when the fair value of financial liabilities required to be measured at fair value exceeds the net proceeds received, the excess is recognized as a loss in earnings at issuance. Accordingly, the Company recognized a loss on issuance of $2,543,329, representing the excess of the fair value of the liability-classified instruments over the proceeds allocated to the transaction.

 

The Series D Preferred Stock has no voting rights. The Series D Preferred Stock are convertible into common stock at the election of the holders of the Series D Preferred Stock at any time at an initial conversion price of $3.6896 per share. The conversion price is subject to customary adjustments for stock dividends, stock splits, reclassifications, stock combinations and the like (subject to certain exceptions), anti-dilution provisions, and a floor price of $0.74.

 

The Series D Preferred Stock is not redeemable by the holder except in the event of 1) a liquidation, dissolution, or winding up, or 2) the Series D Preferred Stock is redeemable for common stock of the Company upon the occurrence of a change in control. Holders of the Series D Preferred Stock shall be entitled to receive dividends as authorized and declared by the Company’s Board of Directors, payable in cash, securities, or in other assets as determined by the Company’s Board of Directors.

In the event of the Company’s liquidation, dissolution, or winding up, holders of the Series D Preferred Stock will be entitled to receive out of the assets, whether capital or surplus, an amount equal to the stated value of the Series D Preferred Stock, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages owed before any distribution or payment shall be made to the holders of any junior securities.

 

During the three and nine months ended September 30, 2025, the Company issued 16,343 in connection with the Series D financing, converting approximately 18 Series D Preferred Stock into common shares. As of September 30, 2025, 16,325 shares of Series D Preferred Stock remain outstanding.

 

October 2024 Securities Purchase Agreement and ELOC

 

On October 2, 2024, the Company entered into a Securities Purchase Agreement (the “Series C Securities Purchase Agreement”) with six institutional and accredited investors. The Company sold an aggregate of i) 3,499 Series C Preferred Stock, par value $0.00001 per, and (ii) a warrants to purchase 6,963 shares of common stock (the “Series C PIPE Warrants”), for aggregate cash proceeds of $2,000,000. The Series C Warrants have an exercise price of $372.30 per share, subject to adjustment therein, and expire on the third anniversary of the initial exercisability date. The warrants issued with the Series C Redeemable Preferred Stock are accounted for as liabilities in accordance with ASC 815.

 

Concurrently, on October 2, 2024, the Company entered into a Common Stock Equity Line of Credit Purchase Agreement (the “ELOC Purchase Agreement” and the equity line of credit, the “ELOC”) with an institutional investor, whereby the Company may sell up to $25,000,000 of the Company’s new issued Common Stock. Pursuant to the ELOC Purchase Agreement, the investor shall purchase from the Company up to the lesser of (i) $25.0 million in shares of our Common Stock and (ii) 19,512 shares, representing 19.99% of the total number of shares of Common Stock outstanding immediately prior to the execution of the ELOC Purchase Agreement. Pursuant to the ELOC Purchase Agreement, 30% of the gross proceeds to the Company from any sale of common stock thereunder must be applied towards the redemption of the Series C Redeemable Preferred Stock.

 

Based on the terms of the Series C Redeemable Preferred Stock and the Company’s Certificate of Designation, and in accordance with ASC 480, the Series C Redeemable Preferred Stock is accounted for as mezzanine equity due to the contingent redemption feature upon any sale of common stock under the ELOC Purchase Agreement. The initial cash proceeds of $2,000,000 were allocated between the Series C Preferred Stock and derivative liability warrants, with the amount initially recorded in mezzanine equity based on the guidance in ASC 815 (i.e. the value of the derivative liability warrant is allocated its full fair value, and the residual is allocated to the Series C Redeemable Preferred Stock). The derivative liability warrants were measured at fair value at inception in the amount of $1,138,476 and the Series C Redeemable Preferred stock was measured at residual value of $861,524. The Series C Redeemable Preferred Stock is subsequently measured at redemption value as they occur, with the difference between the basis per share of $246.22 and redemption value per share recorded as a deemed dividend in the statements of operations.

 

During the year ended December 31, 2024, the Company received proceeds of $935,625 and recorded approximately $250,000 of shareholder receivable under the ELOC. In addition, the Company recorded a deemed divided in the amount of $206,404 in the consolidated statement of operations for the year ended December 31, 2024.

 

During the three and nine months ended September 30, 2025, the Company received proceeds of $0 and $6,391,655 under the ELOC and recorded a deemed divided in the amount of $0 and $1,498,595 in the condensed consolidated statements of operations.

 

Common Stock

 

As of September 30, 2025 and December 31, 2024 there were 1,560,820 and 138,422 shares of common stock issued, respectively, and 1,560,668 and 138,270 shares of common stock outstanding, respectively.

 

Treasury Stock

 

On November 10, 2022, the Board approved a stock repurchase program (the “Repurchase Program”) to allow the Company to repurchase up to 125,000 shares of common stock with a maximum price of $1.00 per share, with discretion to management to make purchases subject to market conditions. On November 18, 2022, the Board approved an increase to the maximum price to $2.00 per share. There was no expiration date for this program and prices are not adjusted for the reverse stock split to comply with the program.

 

There were no repurchases of common stock during the three and nine months ended September 30, 2025 and 2024.

 

On November 13, 2024, the Board terminated the Repurchase Program.

Deferred offering costs associated with the ATM Agreement are reclassified to additional paid in capital on a pro-rata basis when the Company completes offerings under the ATM Agreement. Any remaining deferred costs will be expensed to the statements of operations should the planned offering be abandoned.

 

As of December 31, 2024 and September 30, 2025, no shares have been sold under the ATM Offering, and the Company wrote off approximately $0.3 million of deferred offering costs in its consolidated balance sheets as of December 31, 2024.

 

Warrants

 

The following summarizes the Company’s outstanding warrants, excluding contingent warrants issuable upon exercise of the outstanding warrants as of September 30, 2025:

 

   Number of
Shares		   WA
Average
Exercise
Price		   WA
Remaining
Contractual
Life
(in years)		 
Outstanding as of December 31, 2024   13,818   $568.38    2.92 
Granted   4,362,834    3.69    — 
Exercised   
—
    
—
    — 
Cancelled   
—
    
—
    — 
Outstanding as of September 30, 2025   4,376,652    5.48    2.98 
Warrants vested and exercisable as of September 30, 2025   4,376,652   $5.48    2.98 

 

As of September 30, 2025, the Company had outstanding warrants, which are exercisable into 4,376,652 shares of common stock. The shares of common stock underlying the warrants outstanding had an exercise price of $5.48 per share.

 

Series D Warrant Liabilities

 

On September 22, 2025, the Company issued warrants to purchase 4,362,827 shares of common stock in connection with its Series D Preferred Stock PIPE financing. The warrants have an initial exercise price of $3.6896 per share, subject to adjustment for stock splits, dividends, dilutive issuances, and certain variable price securities. The warrants are exercisable for three years from the issuance date and may be exercised for cash or, under certain conditions, on a cashless basis. The warrants contain contingent redemption features, including a put right upon the occurrence of a fundamental transaction (such as a change of control), which may require the Company to repurchase the warrants for cash at their Black-Scholes value. As such, in accordance with ASC 480, the warrants are classified as liabilities and are initially measured at fair value, with subsequent changes in fair value recognized in earnings each reporting period. The fair value of the warrants at issuance was determined using a Monte Carlo simulation model, which was selected due to the complex terms of the warrants, including path-dependent reset provisions and contingent settlement outcomes. Key inputs to the valuation included expected term, volatility, risk-free interest rate, and dividend yield. The Company engaged a third-party valuation specialist to assist in the estimation of fair value.

 

As of September 30, 2025, the fair value of Series D warrant labilities approximately totaling $12,815,000 included as warrant liabilities in the accompanying condensed consolidated balance sheets.

 

The maximum number of warrants issuable upon settlement of the warrants was 4,362,827 for the Series D Warrants as of September 30, 2025. Refer to Note 8 for further information of the valuation inputs to the Series D warrants.

 

Contingent Warrant Liabilities

 

As of September 30, 2025, the fair value of contingent warrant labilities includes the Series C Warrants of $32,892 and those issuable upon exercise of the Inducement PIOs of approximately $20,257 totaling $53,149 included as contingent warrant liabilities in the accompanying condensed consolidated balance sheets.

As of December 31, 2024, the fair value of contingent warrant labilities includes the Series C Warrants of $32,982 and those issuable upon exercise of the Inducement PIOs of approximately $10,200 totaling $43,089 included as contingent warrant liabilities in the accompanying condensed consolidated balance sheets.

 

The maximum number of warrants issuable upon settlement of the contingent warrants was 461 for the Inducement PIOs contingent warrants and 6,963 for the Series C Warrants as of September 30, 2025 and December 31, 2024.

 

Onconetix Equity Incentive Plans

 

The Company’s 2019 Equity Incentive Plan (the “2019 Plan”) was adopted by its board of directors and by its stockholders on July 1, 2019. On February 23, 2022 the Company’s board of directors adopted the Company’s 2022 Equity Incentive Plan (the “2022 Plan”), which is the successor and continuation of the Company’s 2019 Plan. Under the 2022 Plan, the Company may grant stock options, restricted stock, restricted stock units, stock appreciation rights, and other forms of awards to employees, directors, and consultants of the Company. In May 2023, the number of shares of common stock reserved for issuance under the 2022 Plan was increased to 926, and in September 2024, the number of shares of common stock reserved for issuance under the 2022 Plan was increased to 17,058. Stock-based awards granted during the three and nine months ended September 30, 2025 and 2024 were all granted under the 2022 Plan. As of September 30, 2025, there are 6,165 shares available for issuance under the 2022 Plan.

  

Stock Options

 

The following summarizes activity related to the Company’s stock options under the 2019 Plan and the 2022 Plan for the nine months ended September 30, 2025:

 

           Weighted 
           Average 
       Weighted   Remaining 
       Average   Contractual 
   Number of   Exercise   Life 
   Shares   Price   (in years) 
Outstanding as of December 31, 2024   162   $13,258.74    7.9 
Granted   
—
    
—
    — 
Forfeited / cancelled   (42)   (11,507.45)   — 
Exercised   
—
    
—
    — 
Outstanding as of September 30, 2025   120    14,089.83    7.1 
Options vested and exercisable as of September 30, 2025   118   $14,310.63    7.1 

 

There were no stock options granted during the three and nine months ended September 30, 2025 and 2024.

 

The aggregate fair value of stock options that vested during the three and nine months ended September 30, 2025, was approximately $17,000 and $109,000, respectively, compared to $53,000 and $220,000 for the same periods in 2024.

 

Restricted Stock

 

On May 9, 2023, the Board’s Compensation Committee approved the issuance of restricted stock, granted under the Company’s 2022 Plan, to the Company’s executive officers, employees, and certain of the Company’s consultants. The restricted shares granted totaled 143, of which 44, 22, and 44 were granted to the Company’s former CEO, former CFO, and former CBO, respectively. All of the restricted shares granted vest as follows: 50% in January 2024, 25% in August 2024, and 25% in August 2025. In addition, on May 31, 2023, the Board’s Compensation Committee approved the issuance of 7 shares of restricted stock, granted to the Company’s non-executive Board members, with full vesting on May 31, 2024. On February 14, 2024, in connection with the appointment of a non-executive Board member, the Company issued 1 share of restricted stock, which vested in full on June 14, 2024. Furthermore, on September 26, 2024, the Company issued its Board members a total of 195 restricted stock, with full vesting August 31, 2025. On February 24, 2025, in connection with the appointment of an executive Board member, the Company issued 20 shares of restricted stock with full vesting August 31, 2025. Subsequently, the Company modified the vesting date of 137 shares previously issued to the Board members to provide for full vesting August 16, 2026. On August 15, 2025, the Company issued its Board members a total of 2,492 restricted stock, with full vesting August 16, 2026.

The following summarizes activity related to the Company’s restricted stock awards granted under the 2022 Plan for the nine months ended September 30, 2025:

 

       Weighted 
       Average 
   Number of   Grant Date 
   Shares   Fair Value 
Nonvested as of December 31, 2024   211   $522.75 
Granted   2,492    370.44 
Vested   
—
    
—
 
Forfeited   (112)   11.44 
Nonvested as of September 30, 2025   2,591   $15.67 

 

Proteomedix Stock Option Plan

 

Proteomedix sponsors a stock option plan (the “PMX Option Plan”) which provides common stock option grants to be granted to certain employees and consultants, as was determined by the board of directors of Proteomedix. In connection with the PMX Transaction, the Company assumed the PMX Option Plan.

 

Generally, options issued under the PMX Option Plan have a term of not more than 11 years and provide for a four-year vesting period. Stock options issued under the PMX Option Plan are measured at fair value using the Black-Scholes option pricing model.

  

On April 16, 2024, the board of directors of Proteomedix approved a two-year extension of 144 vested stock options that were set to expire in April 2024. The extended expiration date for these options is April 18, 2026. The Company recorded approximately $18,000 of expense associated with this modification during the year ended December 31, 2024.

 

There was no activity under the PMX Option Plan for the three and nine months ended September 30, 2025. In October 2024, 684 stock options were converted to shares with a weighted average exercise price of $294.10. As of December 31, 2024 and September 30, 2025, there were no outstanding stock options.

 

Stock-Based Compensation

 

Stock-based compensation expense related to stock options and restricted stock, for the three and nine months ended September 30, 2025 and 2024 was as follows:

 

   For the Three Months Ended
September 30,		 
   2025   2024 
Selling, general and administrative  $9,795   $45,634 
Research and development   
—
    
—
 
Total  $9,795   $45,634 

 

   For the Nine Months Ended
September 30,		 
   2025   2024 
Selling, general and administrative  $70,033   $142,082 
Research and development   
—
    (44,573)
Total  $70,033   $97,509