Quarterly report [Sections 13 or 15(d)]

Stockholders??? Equity

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Stockholders’ Equity
9 Months Ended
Sep. 30, 2025
Equity [Abstract]  
Stockholders’ Equity

6. Stockholders’ Equity

 

As of September 30, 2025, 893,181 shares of the 908,362 shares of the common stock grant, which includes an additional grant of 120 shares issued during the vesting period due to rounding up of fractional shares, had vested at approximately $2,009,657 value and 15,181 shares remain unvested and unrecognized at approximately $34,157 value. There were no shares vested during the nine months ended September 30, 2025 and 2024.

 

On January 23, 2022, November 30, 2022, November 17, 2023, March 12, 2024, and March 2, 2025, the board of directors sequentially extended the lock-up of the shares owned by the Company’s directors, officers, and existing pre-IPO investors to March 31, 2026 (approximately 66 months from date of the Company’s IPO). During this period, current officers, directors and certain shareholders will not be able to sell their shares of the Company’s common stock unless otherwise modified by the board of directors. After March 31, 2026, leak-out provisions will become effective unless otherwise modified by the board of directors.

 

Between January 1, 2025 and September 30, 2025, the Company completed At The Market (“ATM”) offerings pursuant to its ATM agreement with H. C. Wainwright, in which it issued and sold a total of 621,674 shares of its common stock at an average offering price of $10.44 per share for gross proceeds of $6,492,994 and net proceeds of $6,308,784, after deducting underwriting discounts and commissions and offering expenses borne by the Company, which totaled $184,210.

 

Between January 1, 2024 and September 30, 2024, the Company sold shares of its common stock pursuant to its ATM agreement with Jefferies, in which it issued and sold a total of 121,663 shares of its common stock at an average offering price of $15.96 per share for gross proceeds of $1,941,424 and net proceeds of $1,747,282, after deducting underwriting discounts and commissions and offering expenses borne by the Company, which totaled $194,142.

 

 

Warrants

 

In September 2025, the remaining underwriter warrants were exercised resulting in the issuance of 20,174 shares of common stock and gross proceeds to the Company of $145,000.

 

Options

 

On June 22, 2022, prior to the close of the Nasdaq market, 1,498,128 shares of common stock were granted to employees, consultants, and directors issuable upon exercise of outstanding stock options under the Company’s 2019 Equity Incentive Plan at an exercise price of $7.63 per share, which was the most recent prior closing share price on June 21, 2022. The options had a fair value on the grant date of $9,512,356, based on a risk-free rate of 3.2% and an annualized volatility of 106%. As of September 30, 2025, $7,788,238 was expensed and $1,724,118 may be expensed in the future if and as vesting occurs. As of September 30, 2024, $5,410,150 was expensed. Vesting will be based on time of service over a four year period and certain additional performance milestones for senior management, primarily related to the Phase III clinical trial.

 

On December 24, 2024, prior to the close of the Nasdaq market, 1,627,937 shares of common stock were granted to employees, consultants, and directors issuable upon exercise of outstanding stock options under the Company’s Amended 2024 Equity Incentive Plan at an exercise price of $12.16 per share, which was the most recent prior closing share price on December 23, 2024. The options had a fair value on the grant date of $16,190,565, based on a risk-free rate of 4.5% and an annualized volatility of 103%. As of September 30, 2025, $7,724,315 was expensed and $8,466,250 may be expensed in the future if and as vesting occurs. Vesting will be based on time of service over a three year period with certain additional retention milestones for senior management.

 

Private Placement

 

On June 13, 2024, prior to the close of the Nasdaq market, the Company completed a private placement offering pursuant to which it issued and sold 174,825 shares of its common stock at a price of $14.30 per share, which was the most recent prior closing share price on June 12, 2024, to Snehal Patel, the Company’s Chief Executive Officer and director, for net proceeds of $2,499,998. No investment banking fees were paid in connection with the offering. Mr. Patel agreed to a one year lock-up agreement with respect to his shares of common stock acquired in the offering.