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Subsequent Events | 3 Months Ended
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Mar. 31, 2025
Subsequent Events |
Subsequent Events | 15. Subsequent Events On April 29, 2025, the Company granted options to purchase 25,000 shares of Common Stock to each non-executive director, each option so granted (1) to have as a grant date of April 29, 2025; (2) have an exercise price equal to the fair market value of the Corporation’s Common Stock on the date of grant; (3) vest pro rata on a monthly basis over a twelve month period commencing May 1, 2025; (4) have a seven (7) year term from the grant date; (5) be evidenced by one of the forms of Stock Option Agreement approved by the Committee or the Board; (6) such grant and any related transaction to be exempt from Section 16b of the Securities Exchange Act by virtue of Rule 16b-3.Also, on April 29, 2025, the Company granted options to Steven A. Shallcross to purchase 190,000 shares of Common Stock (1) have as a grant date the date that these resolutions are adopted the Board; (2) have an exercise price equal to the fair market value of the Corporation’s Common Stock on the date of grant; (3) vest pro rata on a monthly basis over a three year period commencing May 1, 2025; (4) have a seven year term from the grant date; (5) be evidenced by one of the forms of Stock Option Agreement approved by the Committee or the Board; (6) be an incentive option to the extent permitted; and (7) such grant and any related transaction to be exempt from Section 16b of the Securities Exchange Act by virtue of Rule 16b-3. Additionally, on April 29, 2025, the Company granted options to employees to purchase 706,500 shares of Common Stock (1) have as a grant date the date that these resolutions are adopted the Board; (2) have an exercise price equal to the fair market value of the Corporation’s Common Stock on the date of grant; (3) vest pro rata on a monthly basis over a three year period commencing May 1, 2025; (4) have a seven year term from the grant date; (5) be evidenced by one of the forms of Stock Option Agreement approved by the Committee or the Board; and(6) be an incentive option to the extent permitted. On May 8, 2025 the Company consummated a public offering (the “Offering”) of an aggregate of (i) 1,990,900 shares (the “Shares”) of Common Stock, (ii) pre-funded warrants (“Pre-Funded Warrants”) to purchase up to 4,827,280 shares of Common Stock (the “Pre-Funded Warrant Shares”), and (iii) Common Stock purchase warrants (“Common Warrants”) to purchase up to 6,818,180 shares of Common Stock (the “Common Warrant Shares”). Each Share and associated Common Warrant to purchase one (1) Common Warrant Share was sold at a combined public offering price of $1.10. Each Pre-Funded Warrant and associated Common Warrant to purchase one (1) Common Warrant Share was sold at a combined public offering price of $1.099.The Company received aggregate gross proceeds from the Offering of approximately $7.5 million, before deducting placement agent fees and other offering expenses. The Company intends to use the proceeds of the Offering primarily for working capital and general corporate purposes, including for research and development and manufacturing scale-up and may use a portion of the proceeds to invest in or acquire other products, businesses or technologies. Each Pre-Funded Warrant is immediately exercisable for one (1) Pre-Funded Warrant Shares at an exercise price of $0.001 per share and will remain exercisable until such Pre-Funded Warrant is exercised in full. Each Common Warrant has an exercise price of $1.10 per Common Warrant Share, is immediately exercisable, and expires five (5) years from its issuance date. The exercise price of the Common Warrants and the Pre-Funded Warrants and number of shares of Common Stock issuable upon exercise will be adjusted in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events. In the event of a fundamental transaction, as described in each of the Common Warrants and the Pre-Funded Warrants, the holders of the such warrants will be entitled to receive upon exercise of their respective warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised their warrants immediately prior to such fundamental transaction. In addition, in certain circumstances, upon a fundamental transaction, a holder of Common Warrants will have the right to require us to repurchase its Common Warrants at the Black Scholes Value; provided, however, that, if the fundamental transaction is not within the Company’s control, including not approved by the Company’s board of directors, then the holder shall only be entitled to receive the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of the Common Warrant, that is being offered and paid to the holders of Common Stock in connection with the fundamental transaction. The Common Warrants may be exercised on a cashless basis if at the time of exercise thereof there is no effective registration statement registering, or the prospectus contained therein is not available for, the issuance of the Common Warrant Shares to the holder. The Pre-Funded Warrants may be exercised on a cashless basis at any time. A holder of the Common Warrants and the Pre-Funded Warrants (together with its affiliates) may not exercise any portion of the Common Warrant or Pre-Funded Warrant to the extent that the holder would own more than 4.99% (or 9.99%, at the election of the holder) of the outstanding shares of Common Stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to the Company, the holder may increase the amount of beneficial ownership of outstanding shares after exercising the holder’s Common Warrants or Pre-Funded Warrants up to 9.99% of the number of the Company’s shares of Common Stock outstanding immediately after giving effect to the exercise.

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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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