Equity Transactions

3 Months Ended

Sep. 30, 2024

Equity Transactions

Equity Transactions

Note 8 - Equity Transactions

On April 15, 2024, the Company entered into a new ATM sales agreement with. E.F. Hutton Securities, the Sales Agent, pursuant to which the Company may offer and sell, from time to time, through or to the Sales Agent, shares of common stock having an aggregate offering price of up to $50 million. From July 1, 2024 through September 30 2024 the Company sold 893,006 shares of common stock at an average price of approximately $1.98 per share. The shares were issued pursuant to a prospectus supplement dated May 5, 2023 and filed with the Securities and Exchange Commission on May 5, 2023 in connection with the Company’s shelf registration statement on Form S-3, as amended (File No. 333-271706, which became effective on May 22, 2023). The net proceeds to the Company from the offering was approximately $1,710,000 after placement agent fees and other estimated offering expenses.

The Company accounted for the proceeds of the ATM Offering, approximately, as follows:

Gross proceeds	$	1,764,000
Less: offering costs and expenses		54,000
Net proceeds from issuance of common stock	$	1,710,000

As of July 1, 2024 the Company and Dr. Anil Diwan entered into an extension of his employment agreement for a period of one year from July 1, 2024 through June 30, 2025 under the same general terms and conditions. The Company granted Dr. Anil Diwan an award of 10,204 shares of the Company’s Series A preferred stock. The shares shall be vested in quarterly installments of 2,551 shares on September 30, 2024, December 31, 2024, March 31, 2025 and June 30, 2025 and are subject to forfeiture. The Company recognized non-cash compensation expense related to the issuance of the Series A preferred stock of $12,458 for the three months ended September 30, 2024. The balance of $37,375 will be recognized as the remaining 7,653 shares vest and service is rendered for the remaining nine months ended June 30, 2025.

For the three months ended September 30, 2024, the Company’s Board of Directors authorized the issuance of 387 of fully vested shares of its Series A preferred stock for employee compensation. The Company recorded expense of $1,950 for the three months ended September 30, 2024 related to this issuance.

There is currently no market for the shares of Series A preferred stock and they can only be converted into shares of common stock upon a change of control of the Company as more fully described in the Certificate of Designation. The Company, therefore, estimated the fair value of the Series A preferred stock granted to various employees and others on the date of grant. The conversion of the shares is triggered by a change of control. The fair value of the Series A Convertible preferred stock at each issuance was estimated based upon the price of the Company’s common stock after an application for a reasonable discount for lack of marketability.

The Scientific Advisory Board was granted in August 2024 fully vested warrants to purchase 286 shares of common stock with an exercise price of $2.35 per share expiring in August 2028. The fair value of the warrants was $229 for the three months ended September 30, 2024 and was recorded as consulting expense.

The Company estimated the fair value of the warrants granted to the Scientific Advisory Board on the date of grant using the Black-Scholes Option-Pricing Model with the following assumptions:

Expected life (year)	4
Expected volatility	54.18	%
Expected annual rate of quarterly dividends	0.00	%
Risk-free rate(s)	3.85	%

For the three months ended September 30, 2024, the Company’s Board of Directors authorized the issuance of 19,713 fully vested shares of the Company’s common stock with a restrictive legend for consulting services. The Company recorded an expense of $34,500 for the three months ended September 30, 2024, which is reflective of the fair value of the common stock on the dates of issuance.

For the three months ended September 30, 2024, the Company’s Board of Directors authorized the issuance of 6,039 fully vested shares of its common stock with a restrictive legend for director services. The Company recorded an expense of $11,250 for the three months ended September 30, 2024, which is reflective of the fair value of the common stock on the dates of issuance.