Annual report [Section 13 and 15(d), not S-K Item 405]

Common Stock

v3.26.1
Common Stock
 12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
Common Stock

14. Common Stock

 

At December 31, 2025, the Company has reserved common stock for issuance in relation to the following:

  

Share-based compensation plan     907,111  
Warrants to purchase common stock     5,142,940  
Restricted stock units     60,456  

 

The Company’s issuance of common stock and warrant for the two years ended December 31, 2025 are as follows:

 

                            Placement Agent  
Financing Closing Date   Shares Issued     Warrants Issued     Warrants Exericise Price     Total Proceeds     Warrants     Exercise Price  
                                     
August 5, 2025     413,043       206,521     $ 4.25     $ 949,999       33,044     $ 4.25  
                                                 
July 31, 2025     45,652       22,286     $ 4.25     $ 105,000       -       -  
                                                 
November 20, 2024     727,272       363,636     $ 4.25     $ 1,999,998       58,182     $ 4.25  
                                                 
August 23, 2024     444,000       222,000     $ 4.25     $ 1,110,000       33,360     $ 4.25  
                                                 
March 1, 2024     485,782       242,891     $ 4.00     $ 1,025,000       27,725     $ 4.00  

 

Generally, the Company enters into subscription agreements with investors for the sale of its common stock, accompanied with the issuance warrants to acquire common stock.

 

Subject to certain ownership limitations, each of the warrants will become exercisable on the respective closing date and will expire after five years. 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 a warrant is prohibited from exercising 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 4.99% 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 9.99%.

 

The gross proceeds to the Company from the common stock issuances were intended to be used for working capital and for general corporate purposes.

 

The Company retained Alere Financial Partners, LLC (a division of Cova Capital Partners, LLC) (“Alere”) to act as the placement agent for August 5, 2025, November 20, 2024, August 23, 2024, and March 1, 2024 common stock issuances. The Company pays Alere a cash fee ranging from 3% to 6% of the gross proceeds received, based on the individual deal and whether the issuances are made to insiders or outsiders of the Company. Additionally, the Company granted Alere warrants exercisable for a period of five years from the closing date for each of the issuances.