Skip to main content

Ascent Solar Technologies, Inc.

For the period ended Mar 31, 2025. Filed May 14, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 14, 2025

ASTI$1.53+5.5%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Notes to the Unaudited Condensed Financial Statements

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION

Ascent Solar Technologies, Inc. (the “Company") is focusing on integrating its photovoltaic ("PV") products into scalable and high value markets such as space power beaming, aerospace, satellites, near earth orbiting vehicles, fixed wing unmanned aerial vehicles (“UAV”), and agrivoltaics. The value proposition of Ascent’s proprietary solar technology not only aligns with the needs of customers in these industries, but also overcomes many of the obstacles other solar technologies face in these unique markets. Ascent has the capability to design and develop finished products for end users in these areas as well as collaborate with strategic partners to design and develop custom integrated solutions for products like satellites, spacecraft, airships and fixed-wing UAVs. Ascent sees significant overlap of the needs of end users across some of these industries and can achieve economies of scale in sourcing, development, and production in commercializing products for these customers.

NOTE 2. BASIS OF PRESENTATION

The accompanying, unaudited, condensed financial statements have been derived from the accounting records of the Company as of March 31, 2025, and December 31, 2024, and the results of operations for the three months ended March 31, 2025, and 2024.

The accompanying, unaudited, condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, these interim financial statements do not include all of the information and footnotes typically found in U.S. GAAP audited annual financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement have been included. The unaudited Condensed Balance Sheet at December 31, 2024, has been derived from the audited financial statements as of that date but does not include all of the information and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. These unaudited condensed financial statements and notes should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Operating results for the three months ended March 31, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company’s significant accounting policies were described in Note 2 to the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. There have been no significant changes to our accounting policies as of March 31, 2025.

Revenue Recognition:

Product revenue. The Company recognizes revenue for the sale of PV modules sales at a point in time following the transfer of control of such products to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. For product sales contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation identified in the contract based on relative standalone selling prices, or estimates of such prices, and recognize the related revenue as control of each individual product is transferred to the customer.

During the three months ended March 31, 2025 and 2024, the Company recognized product revenue of$15,624 and$5,600, respectively.

Milestone and engineering revenue. Each milestone and engineering arrangement is a separate performance obligation. The transaction price is estimated using the most likely amount method and revenue is recognized as the performance obligation is satisfied through achieving manufacturing, cost, or engineering targets. No milestone and engineering revenue was recognized during the three months ended March 31, 2025 and 2024.

Government contracts revenue. Revenue from government research and development contracts is generated under terms that are cost plus fee or firm fixed price. The Company generally recognizes this revenue over time using cost-based input methods, which recognizes revenue and gross profit as work is performed based on the relationship between actual costs incurred compared to the total estimated costs of the contract. In applying cost-based input methods of revenue recognition, the Company uses the actual costs incurred relative to the total estimated costs to determine our progress towards contract completion and to calculate the corresponding amount of revenue to recognize.

Cost based input methods of revenue recognition are considered a faithful depiction of the Company’s efforts to satisfy long-term government research and development contracts and therefore reflect the performance obligations under such contracts. Costs incurred that do not contribute to satisfying the Company’s performance obligations are excluded from the input methods of revenue recognition as the amounts are not reflective of transferring control under the contract. Costs incurred towards contract completion may include direct costs plus allowable indirect costs and an allocable portion of the fixed fee. If actual and estimated costs to complete a contract indicate a loss, provision is made currently for the loss anticipated on the contract.

No government contract revenue was recognized during the three months ended March 31, 2025 and 2024.

Accounts Receivable. As of March 31, 2025 and December 31, 2024, the Company hadno accounts receivable, net balance andno allowance for doubtful accounts.

Deferred revenue for thethree months ended March 31, 2025 was as follows:

Balance as of January 1, 2025$935
Additions3,929
Recognized as revenue-
Balance as of March 31, 2025$4,864

Other Assets: Other assets is comprised of the following:

March 31,December 31,
20252024
Lease security deposit$625,000$625,000
Spare machine parts627,726603,399
Total Other Assets$1,252,726$1,228,399

Earnings per Share: Earnings per share (“EPS”) are the amount of earnings attributable to each share of common stock. Basic EPS has been computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding during the period. Income available to common stockholders has been computed by deducting dividends accumulated for the period on cumulative preferred stock (whether or not earned). Diluted earnings per share has been computed by dividing income available to common stockholders adjusted on an if-converted basis for the period by the weighted average number of common shares and potentially dilutive common share outstanding (which consist of warrants, options, restricted stock units and convertible securities using the if-converted or treasury stock method to the extent they are dilutive). Approximately 270,000 and 79,000 shares of dilutive shares were excluded from the three months period ended March 31, 2025 and 2024, respectively, EPS calculation as their impact is antidilutive.

Segment Reporting: The Company hasone reportable segment, PV. The PV segment sells PV products and engineering services and currently, is primarily selling it in North America. The Company’s chief operating decision maker (“CODM”), who is the Company’s Chief Executive Officer, makes significant operating decisions and assesses the performance of the Company as a single business segment.

The CODM regularly reviews the Company’s company wide Balance Sheet and Statement of Operations to determine how to allocate resources within the Company. The CODM assesses performance and decides how to allocate resources based on Net Income that also is reported on the Statement of Operations and reviews significant expenses as outlined in the Statement of Operations. The CODM uses Net Income to evaluate how to reinvest profits into the PV segment assets, research and development, employees, and other resources. The measure of segment assets is reported on the unaudited condensed Balance Sheet as total assets.

Recently Issued Accounting Policies

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures("ASU 2024-03"). ASU 2024-03 requires disaggregated disclosure of income statement expenses for public business entities. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 is effective for public entities for annual periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027 . Entities are permitted to early adopt. Management is evaluating the impact of this ASU on the Company's financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes: Improvements to Income Tax Disclosures("ASU 2023-09"). ASU 2023-09 improves income tax disclosures by requiring public entities annually to (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 is effective for public entities for annual periods beginning after December 15, 2024. Entities are permitted to early adopt. Management is evaluating the impact of this ASU on the Company's financial statements.

NOTE 4. LIQUIDITY, CONTINUED OPERATIONS, AND GOING CONCERN

The Company continued to enter into financing arrangements including the sale of common stock and Series 1C preferred stock during the year ended December 31, 2024 to fund operations.

The Company has limited industrial scale production capabilities in its Thornton facility and continues to focus on its research and development activities to improve its PV products. The Company does not expect that sales revenue and cash flows will be sufficient to support operations and cash requirements until it has fully implemented our strategy of selling high value PV products and manufacturing at full industrial scale. During the three months ended March 31, 2025, the Company used$1,550,030 in cash for operations.

Current committed product revenues are not anticipated to result in a positive cash flow position for the next twelve months and although the Company has, as of March 31, 2025, working capital of $567,612, Management does not believe cash liquidity is sufficient for the next twelve months and will require additional financing or committed purchase orders.

The Company continues to accelerate sales and marketing efforts related to its specialty PV application strategies through expansion of its sales and distribution channels. The Company also continues activities to secure additional funding through strategic or financial investors, but there is no assurance the Company will be able to raise additional capital on acceptable terms or at all. If the Company's revenues do not increase rapidly, and/or additional financing is not obtained, the Company will be required to significantly curtail operations to reduce costs and/or sell assets. Such actions would likely have an adverse impact on the Company's future operations.

As a result of the Company’s recurring losses from operations and the potential need for additional financing to fund its operating and capital requirements, there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises doubt as to the Company’s ability to continue as a going concern.

Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These unaudited condensed financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

NOTE 5. SWITZERLAND ASSETS

On April 17, 2023, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Flisom AG (“Seller”), pursuant to which, among other things, the Company purchased certain assets relating to thin-film photovoltaic manufacture and production from Seller (collectively, the “Assets”). The purchase price paid by the Company was $4,083,926 (including $1,283,926 of transaction costs). The Company also entered into a sublease agreement allowing the Company to use the manufacturing facility where the Assets are located.

During the year ended December 31, 2023, Management concluded that these assets were impaired and recognized an impairment loss of $3,283,715. The remaining carrying value of the Assets, as of December 31, 2023, was $786,000. On April

1,2024, the Company entered into an agreement with the manufacturing facility landlord (“Landlord”) and sold all but one piece of equipment from the Assets to the Landlord for 1 CHF and forgiveness of $221,519 in payables and any potential future claims the manufacturing facility Landlord may have. The carrying value of the Assets sold was $746,000.

At March 31, 2024, the Company designated the Assets as assets held for sale as all of the following criteria have been met: (i) a formal commitment to a plan to sell a property has been made and exercised; (ii) the property is available for sale in its present condition; (iii) actions required to complete the sale of the property have been initiated; (iv) sale of the property is probable and we expect the sale will occur within one year; and (v) the property is being actively marketed for sale at a price that is reasonable given its current market value.

Upon designation as an asset held for sale, the Company recorded the carrying value of the property at the lower of its carrying value or its estimated fair value, less estimated costs to sell, and depreciation of the property ceases. As the estimated fair value of $221,519 and the price the Company sold the Assets for is less than their carrying value, the Company recorded an impairment loss of $524,481 during three months ended March 31, 2024. Upon completion of the sale, on April 1, 2024, the Company wrote off the remaining carrying value of the Assets and the payables to the Landlord.

NOTE 6. PROPERTY, PLANT AND EQUIPMENT

The following table summarizes property, plant and equipment as of March 31, 2025 and December 31, 2024:

As ofMarch 31,As ofDecember 31,
20252024
Furniture, fixtures, computer hardware and computer software$468,588$468,588
Leasehold improvements15,99415,994
Manufacturing machinery and equipment18,543,52319,122,828
Manufacturing machinery and equipment, in progress72,99172,508
Total property, plant and equipment19,101,09619,679,918
Less: Accumulated depreciation and amortization(18,883,683)(19,446,262)
Net property, plant and equipment$217,413$233,656

Depreciation expense for the three months ended March 31, 2025 and 2024 was $16,726 and $17,045, respectively. Depreciation expense is recorded under “Depreciation and amortization expense” in the unaudited Condensed Statements of Operations.

NOTE 7. OPERATING LEASE

The Company’s lease is primarily comprised of manufacturing and office space. This lease is classified and accounted for as an operating lease. The building lease term is for 88 months commencing on September 21, 2020 at a rent of $50,000 per month including taxes, insurance and common area maintenance until December 31, 2020. Beginning January 1, 2021, the rent adjusted to $80,000 per month on a triple net basis and shall increase at an annual rate of 3% per annum until December 31, 2027.

Effective September 1, 2023, the lease was amended to reduce the rentable square feet from approximately 100,000 to approximately 75,000 square feet and the rent and tenant share of expenses were decreased in proportion to the reduction in the rentable square feet.

As of March 31, 2025 and December 31, 2024, assets and liabilities related to the Company’s leases were as follows:

As ofMarch 31,As ofDecember 31,
20252024
Operating lease right-of-use assets, net$1,749,793$1,880,372
Current portion of operating lease liability601,673578,153
Non-current portion of operating lease liability1,303,2201,464,872

During the three months ended March 31, 2025 and 2024, the Company recorded operating lease expense included in selling, general and administrative expenses of$190,497 and $190,497, respectively.

Future maturities of the operating lease liability are as follows:

Remainder of 2025$594,153
2026815,969
2027840,449
Total lease payments2,250,571
Less amounts representing interest(345,678)
Present value of lease liability$1,904,893

The remaining weighted average lease term and discount rate of the operating leases is 33 months and 7.0%, respectively.

NOTE 8. INVENTORIES

Inventories, net of reserves, consisted of the following at March 31, 2025 and December 31, 2024:

As ofMarch 31,As ofDecember 31,
20252024
Raw materials$449,798$453,103
Work in process--
Finished goods--
Total$449,798$453,103

NOTE 9. BRIDGE LOAN

PrincipalBalance1/1/2025New loansPrincipal PaymentsPrincipalBalance3/31/2025DiscountBridge Loan, net of discount
Bridge Loans$22,335$—$(22,335)$—$—$—

On February 27, 2024, the Company entered into a loan agreement ("Loan 1") with a lender ("Lender") for an aggregate principal amount of $375,000. The Company paid origination fees of $25,000 for net proceeds of $350,000. The discount is recorded as interest expense ratably over the term of the loan. Under Loan 1, the Company made weekly payments of $19,420 for 28 weeks for a total repayment of $543,750. The Company also had an early repayment option where the Company would repay an aggregate of $478,125 if repaid by April 15, 2024.

On April 17, 2024, the Company entered into a new loan agreement ("Loan 2") with the Lender. Under Loan 2, the Company borrowed an aggregate principal amount of $685,000, incurred origination fees of $34,250, and repaid the outstanding balance of Loan 1 of $428,310 for net proceeds of $222,440. Under Loan 2, the Company made weekly payments of $31,000 for 32 weeks for a total repayment of $993,250. This loan was secured by a lien on the Company's assets.

Loan 2 and all related interest payable was repaid in November 2024. The Company recognized interest expense of$86,882 during the three months ended March 31, 2024.

On April 1 and 2, 2024, the Company closed two loan agreements with a second lender ("Lender 2") for an aggregate principal amount of $180,800. These loans had an original issuance discount of $20,800 for net proceeds of $160,000. These loans matured on January 1, 2025 and the Company repaid all principal and interest due on these loans.

The Company recognized $3,226 in interest expense during thethree months ended March 31, 2025.

NOTE 10. CONVERTIBLE NOTES

On December 19, 2022, the Company entered into a Securities Purchase Contract (the “Securities Purchase Contract”) with two institutional investors (each, an “Investor” and collectively, the “Investors”) for the issuance to the Investors of $15,000,000 in aggregate Convertible Notes (the "Convertible Notes") at a purchase price of $13,500,000. The Convertible Notes bore 4.5% interest per annum, payable, at the option of the Company, in kind or in cash, subject to certain conditions, and was convertible, at the option of the holders from time to time, into shares of the Company’s Common Stock, or repayable in cash at maturity. The Convertible Notes matured on June 19, 2024.

The Convertible Notes could be converted, at the option of the Investors, into shares of the Company’s Common Stock at a conversion price, which is equal to the lower of (1) a 30% premium to the average of the five most recent daily volume weighted average price (“VWAPs”) of the Common Stock as measured on the day prior to the issuance of the Registered Advance Notes (the “Fixed Conversion Price”) and (2)92.5% of the three lowest VWAPs of the Common Stock on the 10 trading days preceding delivery of a Conversion Notice by an Investor. The conversion price could not be less than $11,400 if required in accordance with the rules and regulations of Nasdaq.

The following table provides a summary of the activity of the Company's Convertible Notes:

PrincipalBalance1/1/2024Notes convertedPrincipalBalance3/31/2024Less:DiscountBalanceNet PrincipalBalance3/31/2024
L1 Capital Global Opportunities Master Fund, Ltd$406,667$(400,000)$6,667$(397)$6,270

During the three months ended March 31, 2024, $400,000 of principal was converted for 6,184 shares of common stock. During thethree months ended March 31, 2024 the Company had interest expense of $21,989, of which, $18,863 was due to accretion of discount on the note. Interest payable was $33,064 as of March 31, 2024. The note matured on June 19, 2024 and the Company paid the remaining principal and interest payable.

If the conversion price was less than the floor price, the Company recorded a Conversions Payable that represented the economic difference between the applicable conversion price of the Convertible Notes and floor price. This amount is payable either in shares valued as the VWAP on the conversion day or in cash. If the VWAP on the conversion day is less than the floor price, then the economic different between the conversion day VWAP and the floor price becomes payable in cash and was recorded as Cash payable. During the three months ended March 31, 2024, $1,279,782 of conversions payable was converted into 17,934 shares of common stock and $199,997 of Cash payable. The Cash payable was paid in April 2024.

In addition to the Convertible Notes, the Company also issued to the Investors certain common stock warrants (the “Warrants”). The Warrants have certain “full ratchet” anti-dilution adjustments that are triggered when the Company issued securities with a purchase or conversion, exercise or exchange price that is less than the exercise price of the Warrants then in effect at any time. Under the full ratchet anti-dilution adjustments, if the Company issued new securities at a price lower than the then applicable exercise price, (i) the exercise price is reduced to the lower new issue price and (ii) the number of warrant shares is proportionately increased. The Warrants have been previously adjusted following past issuances of Company securities. On April 18, 2024, there were approximately 67,000 Warrants exercisable at an exercise price of $147.27, that were repurchased for $3.6 million cash and subsequently cancelled. Additionally, on April 12, 2024, the Company issued approximately 85,500 warrants in aggregate at an exercise price of $11.68 per warrant in connection with repurchasing the Warrants.

NOTE 11. SERIES A PREFERRED STOCK

Holders of Series A Preferred Stock are entitled to cumulative dividends at a rate of 8% per annum when and if declared by the Board of Directors at its sole discretion. The dividends may be paid in cash or in the form of common stock (valued at 10% below market price, but not to exceed the lowest closing price during the applicable measurement period), at the discretion of the Board of Directors. The dividend rate on the Series A Preferred Stock is indexed to the Company's stock price and subject to adjustment.

The Series A Preferred Stock may be converted into shares of common stock at the option of the Company if the closing price of the common stock exceeds $23.2 billion, adjusted for reverse stock splits, fortwenty consecutive trading days, or by theholder at any time. The Company has the right to redeem the Series A Preferred Stock at a price of $8.00 per share, plus any accrued and unpaid dividends, plus the make-whole amount (if applicable). At March 31, 2025, the preferred shares were not eligible for conversion to common shares at the option of the Company. The holder of the preferred shares may convert to common shares at any time. After making adjustment for the Company’s prior reverse stock splits, all 48,100 outstanding Series A preferred shares are convertible into less thanone common share. Upon any conversion (whether at the option of the Company or the holder), the holder is entitled to receive any accrued but unpaid dividends.

Except as otherwise required by law (or with respect to approval of certain actions), the Series A Preferred Stock shall have no voting rights. Upon any liquidation, dissolution or winding up of the Company, after payment or provision for payment of debts and other liabilities of the Company, the holders of Series A Preferred Stock shall be entitled to receive, pari passu with any distribution to the holders of common stock of the Company, an amount equal to $8.00 per share of Series A Preferred Stock plus any accrued and unpaid dividends.

As of March 31, 2025, there were 48,100 shares of Series A Preferred Stock outstanding and accrued and unpaid dividends of$575,196.

NOTE 12. SERIES 1C PREFERRED STOCK

On October 17, 2024, the Company entered into a securities purchase agreement with accredited investorsfor a convertible preferred stock financing for approximately $1.9 million of gross proceeds and will issue approximately 1,900 shares of Series 1C convertible preferred stock (“Series 1C Preferred Stock”) at a purchase price of $1,000 per share. Approximately 75% of these securities were purchased by officers, directors and advisory board members of the Company. Through March 31, 2025, the Company received approximately $815,000 of gross proceeds and the Company expects to receive the remaining balance by June 30, 2025.

Holders of the Series 1C Preferred Stock are entitled to dividends on the per share stated value in the amount of 10% per annum, payable quarterly. The dividend rate increases to 15% if any of the Series 1C Preferred Stock remains outstanding on or after October 17, 2027. Unless the Company elects to pay dividends on the Series 1C Preferred Stock in cash, the Company will cumulate the dividends, in which case the accrued dividend amount shall be added to the stated value of each share of Series 1C Preferred Stock. The Company had accrued dividends of$86,369 as of March 31, 2025. The stated value was approximately$901,400 as of March 31, 2025.

The Series 1C Preferred Stock is convertible into common stock at any time after April 17, 2025 at the option of the holder at an initial fixed conversion price of $2.50 per share of common stock; however, the holder may not convert any portion to the extent that the holder would beneficially own more than 4.99% of the Company's outstanding shares of Common Stock outstanding immediately after giving effect to the conversion.

If at any time the closing sale price of the Company’s common stock equals at least 300% of the conversion price for the most recent 20 consecutive trading days, the Company shall have the right to redeem all, but not less than all, of the Series 1C Preferred Stock then outstanding in cash at a price equal to 110% of the stated value of the shares being redeemed.

Upon our liquidation, dissolution or winding up, holders of Series 1C Preferred Stock shall be entitled to receive in cash out of the assets of the Company, before any amount shall be paid to the holders of any of shares of common stock, an amount per share of Series 1C Preferred Stock equal to the greater of (A)110% of the stated value of such preferred share and (B) the amount per share such holder would receive if such holder converted such preferred share into common stock immediately prior to the date of such payment.

On any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Series 1C Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of common stock into which the outstanding shares of Series 1C Preferred Stock held by such holder are convertible as of the record date (but only after giving effect to the maximum percentage conversion limitations referred to above). Except as provided by law or by the other provisions of the Series 1C Preferred Stock, holders of Series 1C Preferred Stock shall vote together with the holders of common stock as a single class and on an as-converted to common stock basis.

NOTE 13. STOCKHOLDERS’ EQUITY (DEFICIT)

Common Stock

At March 31, 2025, the Company had 500 million shares of common stock, $0.0001 par value, authorized for issuance. Each share of common stock has the right toone vote. As of March 31, 2025, the Company had 1,705,977 shares of common stock outstanding. The Company has not declared or paid any dividends related to the common stock during the three months ended March 31, 2025 and 2024.

At The Market Offering

On May 16, 2024, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, as sales agent (“Wainwright”), to sell shares of its common stock, par value $0.0001 per share (the “Shares”), through an “at the market offering” program under which Wainwright will act as sales agent. The sales, if any, of the Shares made under the ATM Agreement will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through the Nasdaq Capital Market or on any other existing trading market for the Company’s common stock. The Company will pay Wainwright a commission rate equal to 3.0% of the aggregate gross proceeds from each sale of Common Stock and will also reimburse Wainwright for certain specified expenses inconnection with entering into the ATM Agreement, including certain fees and out-of-pocket expenses of its legal counsel.

During the three months ended March 31, 2025, the Company sold 249,262 shares of common stock at an average price of $2.73 per share, resulting in aggregate gross proceeds of approximately $681,000. The Company anticipates that the at-the-market offering will continue throughout the next reporting period.

Preferred Stock

At March 31, 2025, the Company had 25 million shares of preferred stock, $0.0001 par value, authorized for issuance. Preferred stock may be issued in classes or series. Designations, powers, preferences, rights, qualifications, limitations and restrictions are determined by the Company’s Board of Directors.

Warrants

As of March 31, 2025, there are approximately 143,000 outstanding warrants with exercise prices between $11.68 and $74,086 per share.

Series A Preferred Stock

Refer to Note 11 for information on Series A Preferred Stock.

Series 1C Preferred Stock

Refer to Note 12 for information on Series 1C Preferred Stock.

NOTE 14. SHARE-BASED COMPENSATION

In January 2024, the Company granted 4,590 shares of restricted stock units to employees and directors. One third of these shares vested on March 31, 2024. The remaining unvested shares will vest pro rata on January 1, 2025 and January 1, 2026. The Company also granted members of our advisory board an aggregate of 200 shares of restricted stock units. The advisory shares originally vested pro rata on January 1, 2025 and January 1, 2026; however, were amended to vest pro rata on June 30, 2024 and January 1, 2025.

The Company had a total of 1,545 unvested units as of March 31, 2025 that are expected to vest in the future. Total unrecognized share-based compensation expense from the remaining unvested restricted stock as of March 31, 2025 was approximately $505,000 and is expected to be recognized over nine months. The following table summarizes non-vested restricted stock and the related activity as of March 31, 2025:

SharesWeighted Average Grant Date Fair Value
Non-vested at January 1, 20253188$250.32
Granted--
Vested(1,643)160.24
Forfeited--
Non-vested at March 31, 20251,545$345.87

The fair values of the respective vesting dates of RSUs were approximately $5,092 and$60,400 for the three months ended March 31, 2025 and 2024, respectively.

In August 2024, the Company granted 124,850 stock options terminating 10 years from the date of grant to employees, directors, and advisory board members. One third of these options vested on September 15, 2024. The remaining unvested options vests pro rata on August 21, 2025 and August 21, 2026.

The Company had a total of 83,220 unvested options as of March 31, 2025 that are expected to vest in the future. Total unrecognized share based compensation expense from the remaining unvested options as of March 31, 2025 was approximately$259,000 and is expected to be recognized over approximately 1.7 years. The Company had approximately 41,630 exercisable options as of March 31, 2025. The following table summarizes options activity as of March 31, 2025:

SharesWeighted Average Exercise Price
Stock Options Outstanding at January 1, 2025124,850$4.15
Granted--
Exercised--
Forfeited / Expired--
Stock Options Outstanding at March 31, 2025124,850$4.15

The weighted average remaining contractual term for these options at March 31, 2025, was approximately 9.4 years. Based on the Black-Scholes option pricing model, the options estimated weighted average fair values at the date of grant of $4.15 per share. The fair values were estimated using the following weighted average assumptions:

Inputs
Expected stock price volatility188.87%
Dividend yield0%
Risk-free interest rate3.64%
Expected life of the options (in years)5.5

The Company utilized the simplified method for estimating the stock options granted as the Company has experienced significant changes in its business and the historical data may not provide a reasonable basis upon which to estimate expected term.

NOTE 15. COMMITMENTS AND CONTINGENCIES

The Company is subject to various legal proceedings, both asserted and unasserted, that arise in the ordinary course of business. The Company cannot predict the ultimate outcome of such legal proceedings or in certain instances provide reasonable ranges of potential losses. However, as of the date of this report, the Company believes that none of these claims will have a material adverse effect on its financial position or results of operations. In the event of unexpected subsequent developments and given the inherent unpredictability of these legal proceedings, there can be no assurance that the Company’s assessment of any claim will reflect the ultimate outcome, and an adverse outcome in certain matters could, from time to time, havea material adverse effect on the Company’s financial position or results of operations in particular quarterly or annual periods.

NOTE 16. SUBSEQUENT EVENTS

Subsequent to March 31, 2025, the Company sold 107,791 shares of common stock under the ATM Agreement at an average price of $1.86 per share, resulting in aggregate gross proceeds of approximately $200,900.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.