v3.26.1
Warrants
3 Months Ended
Mar. 31, 2026
Warrants [Abstract]  
Warrants Warrants
The Company issued warrants to purchase 238 shares of common stock in 2018 in conjunction with convertible debt financing that have a redemption provision providing the holder the right to have the Company redeem all or any portion of the warrant (or shares it has converted into) at a purchase price equal to the fair market value of the shares as determined by the board of directors or an independent appraiser. As a result of this redemption provision, the warrants have been classified as a liability in the financial statements based on ASC 480. These warrants have an exercise price of $95.90 per share and a term of 10 years. The warrants are adjusted to their current fair value each reporting period. The fair value was $— and $— at March 31, 2026 and December 31, 2025, respectively.
The Company issued 300 warrants to its underwriters as part of our initial public offering in fiscal 2023. In fiscal 2024, the Company issued an additional 3,336 warrants in February, and 40,030 warrants in July to its underwriters as part of our February, and July Offerings. The underwriter warrants have a term of 5 years.
In connection with the February 2024 Offering, the Company also issued warrants to designees to the February 2024 Placement Agent exercisable for an aggregate of 3,336 shares of Common Stock at an exercise price of $75.92 per share (125% of the $60.74 public
offering price) and which expire on February 16, 2029. The warrants were evaluated in accordance with ASC 718 and recorded within stockholders' equity.
The Company issued 2,001,502 Class A Warrants to investors who participated in the Company's July 2024 Offering. The Class A Warrants had an initial exercise price of $9.99 per share of Common Stock; however, on August 24, 2024 the exercise price was reset to $4.69. See Note 6. The number of shares of Common Stock issuable upon exercise of the Class A Warrants were not proportionately adjusted in connection with the reset of the exercise price.
The Class A Warrants are exercisable upon issuance and expire five years from the date of issuance. The Class A Warrants contain ownership limitations pursuant to which a holder does not have the right to exercise any portion of their warrants if it would result in the holder (together with its affiliates) beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding Common Stock. The Class A Warrants are issued pursuant to a Warrant Agent Agreement dated July 25, 2024 (“Warrant Agent Agreement”) between the Company and VStock Transfer LLC, as warrant agent. In August 2024, 150 warrants were exercised for proceeds of $704.
In connection with the July 2024 Offering, the Company evaluated the Class A Warrants and determined they met the criteria for liability classification as they met the criteria in ASC 815 - Derivatives and Hedging due to the reset provision. The Class A Warrants had an initial fair value of $12.1 million. The gross proceeds of approximately $10.0 million from the July 2024 follow-on public offering was allocated to the Class A Warrants resulting in a loss on issuance of common stock of approximately $2.1 million recorded in Other income (expenses). Upon the reset of the Class A Warrant exercise price, the Class A Warrants no longer met the criteria for liability classification pursuant to ASC 815; at which time the Company recorded a gain in Other income (expenses) - Change in fair value of Class A warrants of $4.0 million, and reclassified $1.9 million to equity representing the difference between the change in the fair value, and the loss upon issuance of our common stock.
The Class A Warrants were valued utilizing a probability weighted scenario method with a Monte Carlo simulation model and Black-Scholes Model. The significant assumptions in the Monte Carlo simulation model include a stay public assumption of 90%, and a fundamental transaction assumption of 10%. The significant assumptions utilized in estimating the fair value of the Class A Warrants at issuance include (i) a per share price of common stock range of $1.14 - $1.40; (ii) a dividend yield of 0%; (iii) a risk-free rate range of 4.13% - 4.14%; (iv) expected volatility of 119%; (v) projected stock price and volume weighted average price as of the Reset Date of $1.14; (vi) a strike price range of $1.40 - $1.50; and (vii) expected term of 4.92 years.
In connection with the July 2024 Offering, the Company also issued warrants to designees of the July 2024 Placement Agent exercisable for an aggregate of 40,030 shares of common stock. The warrants have substantially the same terms as the Class A Warrants, except that the July 2024 Placement Agent warrants have an exercise price equal to $12.49 per share (125% of the $9.99 public offering price), have an initial exercise date of January 23, 2025 and expire on July 23, 2029. The 2024 Placement Agent warrants were evaluated in accordance with ASC 718 and recorded within stockholders' equity.
In connection with the January 2025 Offering, as consideration for Maxim Group LLC serving as the Placement Agent of the January 2025 Offering, the Company also issued warrants to designees of the Placement Agent exercisable for an aggregate of 29,175 shares of common stock, which represent 4.0% of the aggregate number of shares of common stock sold in the offering, at an exercise price per share equal to 125% of the public offering price of $2.50. The warrants are exercisable six months from the date of issuance and expire five years from the commencement of the sales in this offering. The warrants may be exercisable via cashless exercise in certain circumstances. The warrants were evaluated in accordance with ASC 718 and recorded within stockholders' equity.
In connection with the February 2025 Offering, the Company issued warrants to purchase up to 337,232 shares of common stock at an exercise price of $3.60. The warrants are exercisable on the six-month and one day anniversary of their issuance, and their exercise price was calculated as the greater of the (1) book value of the common stock or (ii) market value of the common stock as determined by the NYSE American Rules. The warrants were evaluated in accordance with ASC 718 and recorded within stockholders' equity.
In connection with shares issued to Alumni Capital under the terms of the ELOC, as amended, Alumni Capital will receive warrants to purchase such number of shares of the Company’s common stock equal to 10% of the number of shares purchased in the related purchase. The Exercise Price shall equal 130% of the price per share paid upon closing. The exercise of the warrant will be subject to stockholder approval and expire five years after issuance. The warrants may be exercised via cashless exercise if there is no effective registration statement, or current prospectus available for, the resale of the warrant shares. The Company has issued an aggregate 925,579 warrants as of March 31, 2026 and 130,000 warrants for the three months ended March 31, 2026.
In connection with the PIPE Offering, the Company issued Pre-Funded Warrants to purchase up to 4,151,741 shares of common stock at an exercise price of $0.0001, and Common Warrants to purchase up to an aggregate of 4,687,500 shares of common stock at an exercise price of $0.32 per Common Warrant. The Pre-Funded Warrants are immediately exercisable and do not expire until exercised
in full. The Common Warrants are exercisable upon shareholder approval and will expire on the five-year anniversary of shareholder approval. For the three months ended March 31, 2026, all Pre-Funded Warrants have been exercised by Alumni Capital.
In connection with the PIPE Offering, as consideration for Maxim Group LLC serving as the PIPE Placement Agent, the Company also issued warrants to designees of the PIPE Placement Agent exercisable for an aggregate of 187,500 shares of common stock, which represent 4.0% of the aggregate number of shares of common stock sold in the offering, at an exercise price per share equal to 125% of the public offering price of $0.32. The warrants are exercisable six months from the date of issuance and expire five years from the commencement of the sales in this offering. The warrants may be exercisable via cashless exercise in certain circumstances. The warrants were evaluated in accordance with ASC 718 and recorded within stockholders' equity.
In connection with the Series A Preferred Offering, the Company issued Series B and Series C Warrants to purchase up to 85,223,126 and 85,223,126 shares of common stock with an exercise price of $0.123 respectively. The Series B Warrants will be exercisable following the receipt of the requisite stockholder approval and will terminate 18 months following such approval. The Series C Warrants will become exercisable upon the requisite shareholder approval and the certificate of amendment filing as defined in the Series A Purchase Agreement and will terminate 30 calendar days after the date the Company publicly announces data from its cosmetic filaggrin study in humans. The warrants were evaluated in accordance with ASC 718 and recorded within stockholders' equity.
The following table summarizes information about warrants outstanding at March 31, 2026:
Warrants Outstanding
Warrants Exercisable
Year Granted
Exercise Price
Number of Warrants at 03/31/2026
Weighted Average Remaining Contractual Life
Weighted Average Exercise Price
Number of Warrants at 03/31/2026
Weighted Average Remaining Contractual Life
Weighted Average Exercise Price
2018
$
95.90 
238 
2.0 years
$
95.90 
238 
2.0 years
$
95.90 
2023
$
1,248.75 
300 
2.2 years
$
1,248.75 
300 
2.2 years
$
1,248.75 
2024
$
75.92 
3,336 
2.9 years
$
75.92 
3,336 
2.9 years
$
75.92 
2024
$
4.69 
2,001,349 
3.3 years
$
4.69 
2,001,349 
3.3 years
$
4.69 
2024
$
12.49 
40,030 
3.3 years
$
12.49 
40,030 
3.3 years
$
12.49 
2025
$
2.50 
29,175 
3.8 years
$
2.50 
29,175 
3.8 years
$
2.50 
2025
$
3.60 
337,232 
4.4 years
$
3.60 
337,232 
4.4 years
$
3.60 
2025
$
2.33 
11,216 
4.1 years
$
2.33 
11,216 
4.1 years
$
2.33 
2025
$
2.17 
11,261 
4.1 years
$
2.17 
11,261 
4.1 years
$
2.17 
2025
$
2.12 
11,261 
4.2 years
$
2.12 
11,261 
4.2 years
$
2.12 
2025
$
2.32 
11,261 
4.2 years
$
2.32 
11,261 
4.2 years
$
2.32 
2025
$
1.86 
13,513 
4.3 years
$
1.86 
13,513 
4.3 years
$
1.86 
2025
$
1.78 
13,513 
4.3 years
$
1.78 
13,513 
4.3 years
$
1.78 
2025
$
1.75 
13,513 
4.3 years
$
1.75 
13,513 
4.3 years
$
1.75 
2025
$
1.70 
13,513 
4.3 years
$
1.70 
13,513 
4.3 years
$
1.70 
2025
$
1.32 
15,015 
4.3 years
$
1.32 
15,015 
4.3 years
$
1.32 
2025
$
1.27 
13,513 
4.4 years
$
1.27 
13,513 
4.3 years
$
1.27 
2025
$
1.41 
34,000 
4.4 years
$
1.41 
34,000 
4.4 years
$
1.41 
2025
$
0.94 
34,000 
4.4 years
$
0.94 
34,000 
4.4 years
$
0.94 
2025
$
1.17 
120,000 
4.4 years
$
1.17 
120,000 
4.4 years
$
1.17 
2025
$
0.87 
10,000 
4.5 years
$
0.87 
10,000 
4.5 years
$
0.87 
2025
$
0.81 
10,000 
4.5 years
$
0.81 
10,000 
4.5 years
$
0.81 
2025
$
0.84 
10,000 
4.5 years
$
0.84 
10,000 
4.5 years
$
0.84 
2025
$
0.81 
10,000 
4.6 years
$
0.81 
10,000 
4.6 years
$
0.81 
2025
$
0.78 
190,000 
4.6 years
$
0.78 
190,000 
4.6 years
$
0.78 
2025
$
0.59 
50,000 
4.6 years
$
0.59 
50,000 
4.6 years
$
0.59 
2025
$
0.60 
100,000 
4.6 years
$
0.60 
100,000 
4.6 years
$
0.60 
2025
$
0.58 
100,000 
4.6 years
$
0.58 
100,000 
4.6 years
$
0.58 
2025
$
0.32 
4,687,500 
5.2 years
$
0.32 
— 
0
$
— 
2025
$
0.40 
187,500 
4.7 years
$
0.40 
— 
0
$
— 
2026
$
0.25 
50,000 
4.9 years
$
0.25 
50,000 
4.9 years
$
— 
2026
$
0.19 
50,000 
4.9 years
$
0.19 
50,000 
4.9 years
$
— 
2026
$
0.21 
30,000 
4.9 years
$
0.21 
30,000 
4.9 years
$
— 
2026
$
0.12 
170,446,252 
5.0 years
$
0.12 
— 
0
$
— 
178,658,491 
$
0.20 
3,337,239 
$
3.79