Common Stock |
9 Months Ended | |||||||||||||||
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Sep. 30, 2025 | ||||||||||||||||
| Equity [Abstract] | ||||||||||||||||
| Common Stock |
13. Common Stock
At September 30, 2025, the Company has reserved common stock for issuance in relation to the following:
August Financing
On July 31, 2025, the Company entered into subscription agreements with investors for the sale by the Company of an aggregate of shares of its common stock at a price to the public of $ per share (the “August Financing”). In connection with the August Financing, the Company issued warrants to purchase up to an aggregate of 206,521 shares of the Company’s common stock at an exercise price of $4.25 per share (the “Warrants”). The closing of the August Financing occurred on August 5, 2025 (the “August Closing Date”). On or about the August Closing Date, the Company issued shares of common stock and issued Warrants to purchase up to 206,521 shares of common stock
Subject to certain ownership limitations, each of the Warrants will become exercisable on the August Closing Date and will expire five years after the August Closing Date. The Warrants may only be exercised on a cashless basis if there is no registration statement registering, or the prospectus contained in the registration statement is not available for, the issuance or resale of shares of common stock underlying the Warrants to or by the holder. The holder of an Warrant is prohibited from exercising of any such warrants to the extent that such exercise would result in the number of shares of common stock beneficially owned by such holder and its affiliates exceeding % of the total number of shares of common stock outstanding immediately after giving effect to the exercise, which percentage may be increased or decreased at the holder’s election not to exceed %.
The gross proceeds to the Company from the August Financing were approximately $950,000, before deducting the placement agent’s fees and other offering expenses payable by the Company, and excluding the proceeds, if any, from the exercise of the Warrants. The Company intends to use the net proceeds from the August Financing for working capital and for general corporate purposes.
The Company retained Alere Financial Partners, LLC (a division of Cova Capital Partners, LLC) to act as the placement agent (the “August Placement Agent”) for the August Financing. The Company agreed to pay the August Placement Agent a cash fee of 8% of the aggregate gross proceeds in the August Financing received from non-affiliates of the Company. Additionally, and upon the closing of the August Financing, the Company agreed to issue to the August Placement Agent warrants exercisable for a period of five years to purchase up to 8% of the number of shares sold in August Financing, or up to shares, at a per share exercise price of $4.25.
Additionally, on July 31, 2025, the Company sold shares of its common stock at a per share price of $ to a consultant of the Company, a member of the board of directors of the Company and one additional existing stockholder of the Company for aggregate gross proceeds of $105,000 (the “Additional Private Placement”). The investors in the Additional Private Placement will also receive Warrants to purchase up to additional shares of common stock. The Placement Agent will not receive any fees relating to the Additional Private Placement.
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