below, or as a result of adjustments to the conversion prices of certain convertible securities, as described below, the reverse stock split will not affect any stockholder’s percentage ownership or proportionate voting power.
Based on the Company’s capitalization as of March 31, 2025, the principal effect of the reverse stock split (at a ratio between 2 and 250), not taking into account the treatment of fractional shares described under “Procedure for Effecting the Reverse Stock Split-Treatment of Fractional Shares” below, would be that:
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the number of shares of the Company’s Common Stock issued and outstanding would be reduced from 6,126,778 shares to between approximately 24,507 shares and 3,063,389 shares;
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the number of unissued shares of the Company’s Common Stock held in abeyance from warrant exercises would be reduced from 2,678,000 shares to between approximately 10,712 shares and 1,339,000 shares;
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the number of shares of the Company’s Common Stock issuable upon the exercise of outstanding stock options would be reduced from 2,729,689 to between approximately 10,918 shares and 1,364,844 shares (and the respective exercise prices of the options would increase by a factor equal to the inverse of the split ratio);
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the number of shares of the Company’s Common Stock issuable upon the exercise of outstanding warrants would be reduced from 7,701,548 to between approximately 30,806 shares and 3,850,774 shares (and the respective exercise prices of the warrants would increase by a factor equal to the inverse of the split ratio);
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the aggregate number of shares of the Company’s Common Stock reserved for issuance, in connection with future awards under the 2022 Equity Incentive Plan and the 2021 Inducement Plan would be reduced from 123,989 to between approximately 495 shares and 61,994 shares;
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the number of shares of the Company’s authorized Common Stock would remain unchanged at 150,000,000 shares;
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the 10,000,000 shares of the Company’s authorized preferred stock would remain unchanged; and
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the number of shares of the Company’s Common Stock that are authorized, but unissued and unreserved, would increase from 130,639,996 to between approximately 140,319,999 shares and 149,922,562 shares; and the par value of the Company’s Common Stock and preferred stock would remain unchanged at $0.001 per share, and, as a result, the stated capital attributable to Common Stock on the Company’s balance sheet would be reduced proportionately based on the reverse stock split ratio, the additional paid-in capital account would be credited with the amount by which the stated capital is reduced, and the per-share net income or loss and net book value of the Company’s Common Stock would be restated because there would be fewer shares of Common Stock outstanding
The following table contains approximate information relating to our Common Stock immediately following the reverse stock split under certain possible exchange ratios, based on share information as of March 31, 2025. The table, which does not take into account an increase in the authorized shares to up to 800,000,000 pursuant to Proposal 1 or the Board’s authority to effect a reverse stock split without stockholder approval if the reduction in the number of issued and outstanding shares of Common Stock is coupled with a corresponding decrease in the number of authorized shares of Common Stock, below illustrates the number of shares of Common Stock authorized for issuance following the Reverse Split, the approximate number of shares of Common Stock that would remain outstanding following the Reverse Split, and the number of unreserved shares of Common Stock available for future issuance following the Reverse Split. All share numbers are rounded down to the nearest whole share but otherwise do not reflect the potential effect of rounding down for fractional shares that may result from the reverse stock split.