XML 64 R11.htm IDEA: XBRL DOCUMENT v3.26.1
Stockholders’ Equity (Deficit)
 12 Months Ended
Dec. 31, 2025
Stockholders’ Equity (Deficit) [Abstract]  
Stockholders’ Equity (Deficit)

4. Stockholders’ Equity (Deficit)

 

As of December 31, 2025, the Company’s articles of incorporation provided for the authorization of the following classes of stock:

 

●40,000,000 shares of preferred stock, par value $0.0001 (“Preferred Stock”); and

 

●560,000,000 shares of common stock, par value $0.0001 (“Common Stock”).

 

Preferred Stock

 

On June 30, 2024, all 736,215 remaining shares of Preferred Stock were converted to shares of Common Stock at a conversion ratio of one-to-one.

 

Holders of Preferred Stock are entitled to one vote per share, to receive dividends (on and if declared by the Board of Directors of the Company (the “Board”)) and, upon liquidation or dissolution, to receive all assets available for distribution to stockholders, before any rights, preferences and privileges of any outstanding shares of Common Stock with respect to dividends and in connection with liquidation, winding up and dissolution of the Company. The holders of Preferred Stock have no preemptive or other subscription rights.

 

Common Stock

 

In February 2024, the Company issued 22,172,461 shares of Common Stock to certain existing stockholders to enable them to be substantially aligned with the implied value of the Company as of the date determined by the Board. The Company had an aggregate of 11,939,650 shares of common stock and preferred stock outstanding immediately before this transaction, and all current investors participated in this transaction. All shares issued in this transaction were Common Stock. The transaction was conducted at the discretion of the Board and was not based on any investors’ pre-existing contractual right to receive additional shares or anti-dilution protection. In connection with the transaction, the Company recorded $26.0 million as other expense — recapitalization of common stock in the statements of operations and comprehensive loss.

 

In October 2024, the Company and Maxim Group LLC (the “Advisor”) entered into an engagement letter (the “Engagement Letter”), pursuant to which the Company issued 796,937 shares of Common Stock to the Advisor, which represents 2.0% of the Common Stock outstanding on a fully diluted basis as of October 18, 2024, the execution date of the Engagement Letter, at an aggregate price of $467 thousand, for advisory services (see Note 5).

 

In January 2025, the Company issued an aggregate of 3,704,307 shares of Common Stock to two existing shareholders in return for an exclusive gene therapy patent license. Of the total share issuance, 277,823 shares were issued to Rush University Medical Center (“Rush”) and 3,426,484 shares were issued to Mstone. In connection with the transaction, the Company recorded $4.3 million as research and development expenses in the statements of operations and comprehensive loss for year ended December 31, 2025 as there is no alternative future use in accordance with ASC 730-10. In January 2025, the Company also issued 213,201 shares of our common stock at a purchase price per share of $1.17 to an existing investor for aggregate consideration of $250 thousand in cash.

 

In July 2025 and through August 29, 2025, the Company issued 1,802,749 shares of Common Stock to investors at a price per share of $1.72. Pursuant to these subscription agreements, there is an embedded derivative feature in which the number of subscribed shares shall increase by 15% if the Company’s common stock is not listed for trading on a national securities exchange by the second anniversary after issuance. This feature was not bifurcated as it met the scope exception per ASC 815-10-15-74a since the contract was classified as equity and does not require cash settlement.

 

On September 3, 2025, the Company filed a Form C with the Securities Exchange Commission to raise up to $5.0 million at a price per share of $2.80. During the year ended December 31, 2025, the Company issued an aggregate of 17,200 shares at $2.62 per share pursuant to this Form C.

 

In September 2025, the Company issued an aggregate of 158,020 shares of Common Stock to investors at a price per share of $2.55. These amounts consist of 143,756 shares issued at $2.80 per share, further reduced by an additional 14,264 incremental shares (“bonus shares”) issued in connection with our listing. To incentivize investment into the Company, the bonus shares were issued to certain shareholders based on the amount and timing of their investments. All of these shares were recorded at par value to Common Stock with any excess recorded as additional paid-in capital.

 

In October 2025 through November 3, 2025, the Company issued an aggregate of 313,449 shares of Common Stock, including 17,200 shares pursuant to Form C to investors at a price per share of $2.58. These amounts consist of 290,376 shares issued at $2.80 per share, further reduced by an additional 23,073 incremental bonus shares issued in connection with these offerings. To incentivize investment into the Company, the bonus shares were issued to certain shareholders based on the amount and timing of their investments. All of these shares were recorded at par value to Common Stock with any excess recorded as additional paid-in capital.

 

Holders of Common Stock are entitled to one vote per share, to receive dividends (on and if declared by the Board) and, upon liquidation or dissolution, to receive all assets available for distribution to stockholders, subordinate to the rights, preferences and privileges of any outstanding shares of Preferred Stock with respect to dividends and in connection with liquidation, winding up and dissolution of the Company. The holders of Common Stock have no preemptive or other subscription rights.

 

As of December 31, 2025 and 2024, no cash dividends have been declared or paid.