v3.25.4

Warrants | 12 Months Ended
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Dec. 31, 2025
Warrants [Abstract] |
WARRANTS | 5. WARRANTS The following table summarizes information with regard to warrants outstanding at December 31, 2025:
|  | Shares |  |  | Exercisable for |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Life (in Years) |
October 2025 Prefunded warrants |  |  | 367,750 |  |  | Common Stock |  | $ | 0.0004 |  |  |  | N/A |
Class F warrants for common stock |  |  | 1,125,000 |  |  | Common Stock |  | $ | 7.00 |  |  |  | 5.3 |
Class F Placement Agent warrants for common stock |  |  | 45,000 |  |  | Common Stock |  | $ | 10.00 |  |  |  | 5.3 |
Class E warrants for common stock |  |  | 271,277 |  |  | Common Stock |  | $ | 13.68 |  |  |  | 4.3 |
June 2024 Class C warrants for common stock |  |  | 71,873 |  |  | Common Stock |  | $ | 65.20 |  |  |  | 3.5 |
January 2024 warrants for common stock |  |  | 1,682 |  |  | Common Stock |  | $ | 2,080.00 |  |  |  | 3.0 |
January 2024 Placement Agent warrants for common stock |  |  | 117 |  |  | Common Stock |  | $ | 2,600.00 |  |  |  | 3.0 |
August 2023 warrants for common stock |  |  | 134 |  |  | Common Stock |  | $ | 11,584.00 |  |  |  | 2.6 |
August 2023 Placement Agent warrants for common stock |  |  | 8 |  |  | Common Stock |  | $ | 14,736.00 |  |  |  | 2.6 |
Class A warrants for common stock |  |  | 77 |  |  | Common Stock |  | $ | 224,000.00 |  |  |  | 0.9 |
Class B warrants for common stock |  |  | 2 |  |  | Common Stock |  | $ | 320,000.00 |  |  |  | 0.9 |
Other Pre-2024 warrants for common stock |  |  | 17 |  |  | Common Stock |  | $ | 132,849.00 |  |  |  | 0.5 |
October 2025 Private Placement On October 9, 2025, the Company entered into a securities purchase agreement with two institutional investors pursuant to which the Company sold in a private placement (i) an aggregate of 43,750 shares of common stock and prefunded warrants to purchase up to 518,750 shares of common stock (the “October 2025 Prefunded Warrants”). The October 2025 Prefunded Warrants were exercisable for shares of common stock at an exercise price of $0.0004 per share, were immediately exercisable and expired once exercised in full. As of December 31, 2025, 367,750 of the October 2025 Prefunded Warrants remained unexercised. Between January 1, 2026 and February 19, 2026, all of the remaining October 2025 Prefunded Warrants were exercised in full. October 2025 Class F Warrants Pursuant to the October 2025 private placement, the Company issued 1,125,000 Class F warrants for common stock with an exercise price of $7.00 per share and 45,000 Placement Agent Class F warrants for common stock with an exercise price of $10.00 per share. The Class F warrants and Placement Agent Class F warrants became exercisable immediately upon issuance and for a period of five and one half years following the date of issuance. April 2025 Class E Warrants Pursuant to the April 2025 private placement, certain existing holders of the Company’s Class C Warrants agreed to purchase an aggregate of 271,277 shares of the Company’s common stock. As a part of the April 2025 private placement, the Company sold 271,277 Series E Warrants to the Class C Warrant exercising holders for $0.50 per warrant. The Class E warrants have an exercise price of $13.68 per share, became exercisable immediately upon issuance and for a period of five years following the date of issuance. June 2024 Class C and Class D Warrants and June 2024 Underwriter Over-Allotment Warrants As a part of the June 2024 Offering, the Company issued 53,680 Class C Warrants and 26,840 Class D Warrants. Aegis (the “Underwriter”) partially exercised its over-allotment option with respect to 3,393 Class C Warrants and 1,696 Class D Warrants (the “Over-Allotment Warrants”). Upon stockholder approval of the issuance of Class C Warrants on August 21, 2024, the Class C Warrants, which had an initial exercise price of $392.00 per share of common stock, were adjusted to be exercisable at an exercise price of $65.20 per share (the “floor price, which represented 20% of the minimum price under Nasdaq’s listing rules on the date of pricing of the June 2024 Offering), and the number of shares of common stock issuable upon exercise were proportionately increased to 343,146 shares. In connection with the reset in the exercise price and number of shares issuable pursuant to the Class C Warrants, the Company recorded a deemed dividend of $9,282,075 based on the excess of the fair value of the modified Class C Warrants over the fair value of the Class C Warrants before the modification, the effect of which was an increase in the net loss attributable to common shareholders in the statement of operations for the year ended December 31, 2024. The Class C Warrants may be exercised at any time for a period of five (5) years following the date of stockholder approval in August 2024. The Class D Warrants were immediately exercisable at an exercise price of $0.02 per share of common stock for a period of five (5) years following the date of issuance. Upon stockholder approval of the issuance of the Class D Warrants on August 21, 2024, the number of shares of common stock issuable upon exercise increased to four shares per warrant for the remaining unexercised Class D Warrants as the weighted average price of our common stock over a rolling five (5)-trading day period fell below $65.20 per share (the “floor” price, which represented 20% of the “minimum price” under Nasdaq’s listing rules on the date of pricing of the June 2024 Public Offering) following the issuance date. In connection with the reset of the number of shares issuable pursuant to the Class D Warrants, the Company recorded a deemed dividend of $3,940,978 based on the excess of the fair value of the modified Class D Warrants over the fair value of the Class D Warrants before the modification, the effect of which was an increase in the net loss attributable to common shareholders in the statement of operations for the year ended December 31, 2024. As of December 31, 2024, all Class D Warrants have been exercised and none remain outstanding. During 2024, the Company issued 108,844 shares of common stock upon exercise of the June 2024 Class D Warrants. The Class D Warrants were exercised on either a cash basis at $0.02 per share exercise price or on a proportional cashless basis. January 2024 Common Stock Warrants and January 2024 Placement Agent Warrants As part of the January 2024 Offering, the Company issued January 2024 warrants to acquire 1,682 shares of common stock at an exercise price of $2,080.00 per share and January 2024 Placement Agent Warrants to acquire 117 shares of common stock with an exercise price of $2,600.00 per share. The January 2024 warrants and January 2024 Placement Agent Warrants became exercisable immediately upon issuance for a period of five years following the date of issuance. Fundamental Transaction The warrants described above include certain rights upon a “fundamental transaction” (as defined in such warrants), including the right of the holders thereof to receive from the Company or a successor entity cash or the same type or form of consideration (and in the same proportion) that is being offered and paid to the holders of common stock in such fundamental transaction in the amount of the Black Scholes value (as defined in such warrants) of the unexercised portion of the applicable warrants on the date of the consummation of such fundamental transaction. Warrant Accounting Each of the Company’s warrants to acquire shares of common stock were accounted for as equity classified financial instruments as they meet the requirements for equity classification under ASC 815, Derivatives and Hedging.

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