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

Stockholders??? (Deficit) Equity

v3.25.1
Stockholders’ (Deficit) Equity
 12 Months Ended
Dec. 31, 2024
Stockholders’ (Deficit) Equity [Abstract]  
Stockholders’ (Deficit) Equity

9. Stockholders’ (Deficit) Equity

 

Authorized Common Stock

 

The Company is authorized to issue up to 400,000,000 shares of common stock at par value of $0.001 per share.

 

Issuance of Common Stock and Warrants from Initial Public Offering

 

During July 2021, as a result of its initial public offering, the Company issued 5,000,000 shares of common stock and 4,000,000 warrants to investors in exchange for cash at $5.00 per unit, consisting of $4.99 per share of common stock and $.0125 per four fifths of a warrant. The warrants have a 5-year term and an exercise price of $6.00 per warrant. The underwriters exercised their option to purchase an additional 600,000 warrants, and the Company received $7,500 in proceeds. 

 

As a result of the initial public offering, the Company’s outstanding convertible notes and unpaid accrued interest were converted into 736,773 shares of common stock. Additionally, convertible noteholders were granted a total of 184,193 common stock warrants with a 5-year term and with an exercise price of $6.00 per warrant.

 

The warrants from the initial public offering are equity classified. The following table summarizes activity for the Company’s IPO warrants for the year ended December 31, 2024:

 

                Weighted-        
    Number of           Average        
    Shares     Weighted-     Remaining     Aggregate  
    Underlying     Average     Contractual     Intrinsic  
    Outstanding     Exercise     Term     Value  
    Warrants     Price     (in Years)     (in thousands)  
Outstanding, December 31, 2023     4,784,193       6.00       2.54      
-
  
Warrants granted    
-
      
-
      
-
      
-
  
Warrants exercised    
-
      
-
      
-
      
-
  
Outstanding, December 31, 2024     4,784,193       6.00       1.54      
-
  

Issuance of Common Stock Upon Conversion of Series A and Series B Preferred Stock

 

On June 26, 2023, the Company held its annual shareholder meeting and, as a result, shareholder approval for the issuance of common shares upon the conversion of the Series A-1 Preferred Stock was obtained (see Note 10). On July 11, 2023, pursuant to the Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Voting Preferred Stock (the “Certificate of Designation”), the Company issued a total of 19,516,205 shares of common stock and 43,649 Series A-2 Preferred Stock in settlement of the auto-conversion of the Series A-1 Preferred Stock.

 

On March 26, 2024, the Company issued 2,850,000 shares of common stock upon conversion of 1,396.50 shares of Series A-2 Prime Preferred Stock.

 

On June 20, 2024, we held our annual stockholder meeting, and as a result, stockholder approval for the conversion of the Series B-1 Convertible Preferred Stock was obtained (see Note 11). On July 5, 2024, pursuant to the Certificate of Designation of Preferences, Rights and Limitations of the Series B Convertible Preferred Stock, the Company issued 42,118,000 shares of common stock and 7,882 shares of Series B-2 preferred stock in settlement of the automatic conversion of the Series B-1 Convertible Preferred Stock.

 

On June 25, 2024, the Company issued 5,956,000 shares of common stock upon conversion of 2,918.44 shares of the Company’s Series A-2 Prime Preferred Stock.

 

On July 23, 2024, the Company issued 3,550,000 shares of common stock upon conversion of 1,739.50 shares of the Company’s Series A-2 Prime Preferred Stock.

 

On July 25, 2024, the Company issued 3,756,000 shares of common stock upon conversion of 1,840.44 shares of the Company’s Series A-2 Prime Preferred Stock.

 

On July 29, 2024, the Company issued 1,359,000 shares of common stock upon conversion of 665.91 shares of the Company’s Series A-2 Prime Preferred Stock.

 

On August 14, 2024, the Company issued 3,502,000 shares of common stock upon conversion of 1,715.98 shares of the Company’s Series A-2 Prime Preferred Stock.

 

On October 9, 2024, the Company issued 5,500,000 shares of common stock upon conversion of 2,695 shares of the Company’s Series A-2 Prime Preferred Stock.

 

On October 31, 2024, the Company issued 438,000 shares of common stock upon conversion of 438 shares of the Company’s Series B-2 Preferred Stock.

 

On December 11, 2024, the Company issued 7,863,327 shares of common stock upon conversion of 3,853.03 shares of the Company’s Series A-2 Prime Preferred Stock.

 

On December 18, 2024, the Company issued 1,441,000 shares of common stock upon conversion of 1,441 shares of the Company’s Series B-2 Preferred Stock.

 

On December 19, 2024, the Company issued 3,003,000 shares of common stock upon conversion of 3,003 shares of the Company’s Series B-2 Preferred Stock.

Voting Rights of Common Stock

 

Each holder of shares of common stock shall be entitled to one vote for each share thereof held.