FIREFLY NEUROSCIENCE, INC.
For the period ended Sep 30, 2025. Filed Nov 12, 2025.
View on SEC.govAbout 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.
Sep 30, 2025 · Filed Nov 12, 2025
AIFF$0.91+0.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-13.
0001437749-25-026538
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-12.
0001213900-25-108474
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 94 previous paragraphs and 104 current paragraphs.
63 unchanged; 22 reworded; 19 added; 9 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 29 previous and 29 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (19)
Current report
Reverse Merger with WaveDancer
Current report
On November 15, 2023, we entered into the Agreement and Plan of Merger (as amended, the “Merger Agreement”) with WaveDancer and FFN Merger Sub, Inc. (“Merger Sub”), pursuant to which, among other things, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub merged with and into Private Firefly, with Private Firefly becoming a wholly-owned subsidiary of WaveDancer and the surviving corporation of the merger (the “Merger”). On August 12, 2024, the Merger closed, and on August 13, 2024, we began trading on the Nasdaq Capital Market under the ticker symbol “AIFF.”
Current report
Cost of goods sold for the three months ended September 30, 2025, was $242, up from $nil in the same period of 2024, reflecting Evoke product sales and related operating costs. This included an $85 inventory adjustment; excluding this, gross profit margin would have been 60%.
Current report
Research and development expenses for the three months ended September 30, 2025, were $378, as compared to $878, for the three months ended September 30, 2024, representing a decrease of $500, or 57%. The decrease was primarily due to equity vesting in conjunction with the merger in August 2024.
Current report
Selling and marketing expenses for the three months ended September 30, 2025, were $265, as compared to $431, for the three months ended September 30, 2024, representing a decrease of $166, or 39%. The decrease was primarily due to a reduction in the use of consultants that were used in a rebranding in 2024.
Current report
General and administration expenses for the three months ended September 30, 2025, were $2,007 as compared to $2,992, for the three months ended September 30, 2024, representing a decrease of $985, or 33%. The decrease was primarily due to the reduction in legal fees incurred during 2024 in conjunction with the merger in August 2024.
Current report
Impairment of Intangible Assets
Current report
Impairment expenses for the three months ended September 30, 2025, were $152, as compared to $nil for the three months ended September 30, 2024, representing an increase of $152. The increase is due to one of the capitalized upgrades no longer being expected to be utilized as a result of a change in management and subsequent direction. Consequently, the upgrade was deemed fully impaired, resulting in the recording of an impairment charge of $152.
Current report
Comparison of the Nine Months Ended September 30, 2025 and 2024
Current report
Cost of goods sold for the nine months ended September 30, 2025, was $267, up from $nil in the same period of 2024, reflecting Evoke product sales and related operating costs. This included an $85 inventory adjustment; excluding this, gross profit margin would have been 75%.
Current report
Research and development expenses for the nine months ended September 30, 2025, were $1,026, as compared to $1,517, for the nine months ended September 30, 2024, representing a decrease of $491, or 32%. The decrease is primarily due to equity vesting in conjunction with the merger in August 2024.
Current report
Selling and marketing expenses for the nine months ended September 30, 2025, were $672, as compared to $973, for the nine months ended September 30, 2024, representing a decrease of $301, or 31%. The decrease was primarily due to a reduction in consultant use driven by a rebranding in 2024.
Current report
General and administration expenses for the nine months ended September 30, 2025, were $4,968, as compared to $4,183, for the nine months ended September 30, 2024, representing an increase of $785, or 19%. The increase primarily reflects additional costs related to directors and officers (D&O) insurance following the August 2024 Merger, which accounted for approximately 48% of the increase. The remaining 51% of the increase was attributable to accrued fees associated with the cancellation of the Equity Line of Credit.
Current report
Impairment of Intangible Assets
Current report
Impairment expenses for the three months ended September 30, 2025, were $152, as compared to $nil for the three months ended September 30, 2024, representing an increase of $152. The increase is due to one of the capitalized upgrades no longer being expected to be utilized as a result of a change in management and subsequent direction. Consequently, the upgrade was deemed fully impaired, resulting in the recording of an impairment charge of $152.
Current report
The following discussion provides an analysis of our liquidity and capital resources and should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes included in this Quarterly Report on Form 10-Q. Management evaluates liquidity and capital resources by reviewing cash flows from operating, investing, and financing activities and assessing whether existing cash balances and anticipated cash flows are sufficient to meet current and anticipated operating requirements, working-capital needs, and planned capital expenditures.
Current report
Until we generate sufficient revenues from product sales to cover operating expenses, working-capital requirements, and capital expenditures, we expect to finance our operations through the issuance of equity, debt financing, or other sources of capital. There can be no assurance that such financing will be available to us on commercially reasonable terms, or at all. If we are unable to obtain additional financing as needed, we may be required to delay, reduce, or discontinue portions of our business plan, which could adversely affect our ability to continue operations.
Current report
Management’s plan to address the conditions giving rise to substantial doubt includes: (i) disciplined operating expense management and integration synergies from the Evoke acquisition; and (ii) targeted commercial expansion to drive recurring revenue. These plans involve assumptions about capital markets and customer demand that may occur as expected.
Current report
We are increasingly reliant on machine learning models for EEG/ERP interpretation. Model performance depends on training data diversity and ongoing monitoring to ensure generalizability. Evolving regulatory guidance (including the FDA’s approach to AI/ML-enabled medical devices) and payer expectations could impact timelines and costs. Additionally, our handling of PHI and clinical data requires robust cybersecurity, vendor oversight, and compliance with HIPAA and CFR Part 11. A significant data reach, integrity failure, or model drift could adversely affect adoption, revenues, and our reputation.
Removed paragraphs (9)
Previous report
Cost of goods sold for the three months ended June 30, 2025, was $25, as compared to $nil, in the three months ended June 30,2024 representing an increase of $25. This is due to product costs related to Evoke product sales.
Previous report
Research and development expenses for the three months ended June 30, 2025, were $336, as compared to $350, for the three months ended June 30, 2024, representing a decrease of $14, or 4%. The decrease was primarily due to staff reduction.
Previous report
Selling and marketing expenses for the three months ended June 30, 2025, were $199, as compared to $293, for the for the three months ended June 30, 2024, representing a decrease of $94, or 32%. The decrease was primarily due to two main drivers: (i) reduction in consultant fees representing 57% of the increase, and (ii) reduction in payroll representing 29% of the increase.
Previous report
General and administration expenses for the three months ended June 30, 2025, were $1,373 as compared to $626, for the three months ended June 30, 2024, representing an increase of $747, or 119%. The increase was primarily due to two main drivers: (i) an increase in payroll due to the Evoke acquisition representing 26% of the increase, and (ii) increased professional fees due to the Evoke acquisition, audit and the filing of registration statements representing 65% of the increase.
Previous report
Comparison of the Six Months Ended June 30, 2025 and 2024
Previous report
Cost of goods sold for the three months ended June 30, 2025, was $25, as compared to $nil, in the three months ended June 30, 2024 representing an increase of $25. This is due to product costs related to Evoke product sales.
Previous report
Research and development expenses for the six months ended June 30, 2025, were $648, as compared to $639, for the six months ended June 30, 2024, representing a marginal increase of $9, or 1%.
Previous report
Selling and marketing expenses for the six months ended June 30, 2025, were $407, as compared to $542, for the for the six months ended June 30, 2024, representing a decrease of $135, or 25%. The decrease was primarily due to three main drivers; (i) a optimization of the sales team representing a 21% of the decrease, (ii) a reduction in consultant use representing 55% of the decrease, and (iii) a reduction in travel expenses representing 19% of the decrease.
Previous report
General and administration expenses for the six months ended June 30, 2025, were $2,961, as compared to $1,191, for the six months ended June 30, 2024, representing an increase of $1,770, or 149%. The primary increase was due to four main drivers being; (i) the addition of Evoke personnel representing 21% of the increase, (ii) costs related to equity granted to employees representing 9% of the increase, (iii) audit fees representing 15% of the increase and, (iv) public company costs such as Investor relations, Insurance and legal fees representing 38% of the increase.
Reworded paragraphs (22)
Previous wording
These forward-looking statements are based on information available as of the date of this Form 10-Q and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on April 3, 2025 (the “2024 Annual Report”), and elsewhere in this Quarterly Report on Form 10-Q. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.
Current wording
These forward-looking statements are based on information available as of the date of this Form 10-Q and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on April 3, 2025 (the “2024 Annual Report”). If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.
Previous wording
As of the date of this filing, our products are in market. We believe there is further potential for such commercialization, both with respect to pharmaceutical companies in their drug research and clinical trial activities, as well as medical practitioners in their clinics. In concert with the further commercialization of our products, we are collaborating with neuroscience drug development companies to support their clinical strategies. We plan to generate revenue through the use of our products by United States healthcare professionals and through collaborations with pharmaceutical companies in support of neuroscience drug development. The proposed business model for healthcare provider clinics consists of a base service fee for licensing the product and a per use fee based on volume. The proposed business model for pharmaceutical companies will be tailored to each customer based on the volume and costs associated to provide such services. In order to further grow our products into the medical community, the company has hired sales staff and plans to continue marketing efforts to secure new accounts. The company will continue to focus on targeted outreach and client engagement in the clinics segment. Using its database of potential customers, the company will identify key targets in select markets and connect with them through personalized emails and calls to schedule meetings with decision-makers. The sales team, equipped with marketing materials, case studies, peer-reviewed publications, and knowledge gained from our current research partners, are focused on presenting the benefits of our products and practical applications during these meetings. Follow-up efforts, including addressing questions and offering support by our scientific team, will aim to build strong client relationships and drive adoption of the platform.
Current wording
As of the date of this filing, our products are in market. We believe there is further potential for such commercialization, both with respect to pharmaceutical companies in their drug research and clinical trial activities, as well as medical practitioners in their clinics. In concert with the further commercialization of our products, we are collaborating with neuroscience drug development companies to support their clinical strategies. We plan to generate revenue through the use of our products by United States healthcare professionals and through collaborations with pharmaceutical companies in support of neuroscience drug development. The proposed business model for healthcare provider clinics consists of a base service fee for licensing the product and a per use fee based on volume. The proposed business model for pharmaceutical companies will be tailored to each customer based on the volume and costs associated with providing such services. In order to further grow our products in the medical community, the company has hired sales staff and plans to continue marketing efforts to secure new accounts. The company will continue to focus on targeted outreach and client engagement in the clinics segment. Using its database of potential customers, the company will identify key targets in select markets and connect with them through personalized emails and calls to schedule meetings with decision-makers. The sales team, equipped with marketing materials, case studies, peer-reviewed publications, and knowledge gained from our current research partners, are focused on presenting the benefits of our products and practical applications during these meetings. Follow-up efforts, including addressing questions and offering support by our scientific team, will aim to build strong client relationships and drive adoption of the platform.
Previous wording
Our value proposition is supported by real-world use of our products. Incorporating our products as part of a patient management protocol demonstrated improved response rates, enhanced therapy compliance, reduced non-responder rates and a reduction in need for medication switching among patients. Further, we believe that our extensive clinical database, when combined with advanced AI, provides the opportunity to identify clinically relevant biomarkers that will support better patient outcomes through precision medicine and companion diagnostics. We expect to gather additional data through the clinical deployments and clinical studies conducted by drug companies. This additional data may allow us to discover new biomarkers and objectively measure the impact of therapeutic interventions on patients of different types, further enhancing our platform’s effectiveness. We believe that we will be able to enhance accurate diagnosis and predict what therapy or drug, or a combination thereof, may be best suited to optimize patient outcomes. This represents a paradigm shift in how clinicians manage patients with mental illnesses and cognitive disorders holding the potential to transform brain health.
Current wording
Our value proposition is supported by the real-world use of our products. Incorporating our products as part of a patient management protocol demonstrated improved response rates, enhanced therapy compliance, reduced non-responder rates, and a reduction in need for medication switching among patients. Further, we believe that our extensive clinical database, when combined with advanced AI, provides the opportunity to identify clinically relevant biomarkers that will support better patient outcomes through precision medicine and companion diagnostics. We expect to gather additional data through the clinical deployments and clinical studies conducted by drug companies. This additional data may allow us to discover new biomarkers and objectively measure the impact of therapeutic interventions on patients of different types, further enhancing our platform’s effectiveness. We believe that we will be able to enhance accurate diagnosis and predict what therapy or drug, or a combination thereof, may be best suited to optimize patient outcomes. This represents a paradigm shift in how clinicians manage patients with mental illnesses and cognitive disorders, holding the potential to transform brain health.
Previous wording
On March 28, 2025, we entered into the private placement subscription agreement (the “Subscription Agreement”) with the subscribers (“Subscribers”), pursuant to which we issued and sold 547,737 of units (each “March 2025 Unit”, and collectively, the “Mach 2025 Units”), at a purchase price of $3.00 per Unit. Each March 2025 Unit consists of (i) either (A) one share of common stock or (B) a prefunded warrant to purchase common stock to the extent that acquiring the shares of common stock instead of such prefunded warrants would have caused the Subscriber to own in excess of 4.99% of the shares of outstanding common stock on a post-issuance basis and (ii) one common stock purchase warrant to purchase common stock over thirty-six (36) months at an exercise price of $4.00 per share. On the same date, the closing under the Subscription Agreement occurred, and we issued the March 2025 Units to the Subscribers.
Current wording
On March 28, 2025, we entered into the private placement subscription agreement (the “Subscription Agreement”) with the subscribers (“Subscribers”), pursuant to which we issued and sold 547,737 of units (each “March 2025 Unit”, and collectively, the “March 2025 Units”), at a purchase price of $3.00 per Unit. Each March 2025 Unit consists of (i) either (A) one share of common stock or (B) a prefunded warrant to purchase common stock to the extent that acquiring the shares of common stock instead of such prefunded warrants would have caused the Subscriber to own in excess of 4.99% of the shares of outstanding common stock on a post-issuance basis and (ii) one common stock purchase warrant to purchase common stock over thirty-six (36) months at an exercise price of $4.00 per share. On the same date, the closing under the Subscription Agreement occurred, and we issued the March 2025 Units to the Subscribers.
Previous wording
Cost of goods sold consist of product manufacturing expenses related to the eVox and Versus products acquired in the Evoke transaction.
Current wording
Cost of goods sold consists of product manufacturing expenses related to the Evoke and Versus products acquired in the Evoke transaction.
Previous wording
We expect research and development expenses will continue to increase in the future as we further refine and optimize our products and invest in their evolution. It is likely that we will continue to evaluate opportunities and strategic partnerships to acquire or license other products and technologies, which may result in higher research and development expenses due to licensing fees and/or integrations.
Current wording
We expect research and development expenses to continue to increase in the future as we further refine and optimize our products and invest in their evolution. It is likely that we will continue to evaluate opportunities and strategic partnerships to acquire or license other products and technologies, which may result in higher research and development expenses due to licensing fees and/or integrations.
Previous wording
Other (income) expense consists primarily of interest bank fees and loan fees, foreign exchange gain or loss and penalties.
Current wording
Other (income) expenses consist primarily of interest bank fees and loan fees, foreign exchange gain or loss and penalties.
Previous wording
See Note 3 to our financial statements elsewhere in this Quarterly Report, as well as our previously filed Annual Report for information about our significant accounting policies and how estimates are involved in the preparation of our financial statements.
Current wording
See Note 3 to our financial statements elsewhere in this Quarterly Report, as well as our previously filed 2024 Annual Report for information about our significant accounting policies and how estimates are involved in the preparation of our financial statements.
Previous wording
Revenue for the three months ended June 30, 2025, was $299, as compared to $10, in the three months ended June 30, 2024, representing an increase of $289, or 2,891%. The increase is primarily due to revenue from the acquisition of Evoke Neuroscience.
Current wording
Revenue for the three months ended September 30, 2025, was $388, as compared to $33, in the three months ended September 30, 2024, representing an increase of $355, or 1,076%. The increase is primarily due to revenue from the acquisition of Evoke Neuroscience.
Previous wording
Other (Income) Expense for the three months ended June 30, 2025, was $195, as compared to $5, for the three months ended June 30, 2024, representing an increase of $190 or 3,800%. The primary reason for the increase relates to a settlement with a former consultant.
Current wording
Other Income (Expense) for the three months ended September 30, 2025, was $17, as compared to $(21), for the three months ended September 30, 2024, representing an increase in income of $38 or 543%. The primary reason for the increase is a result of interest income for held funds during the quarter.
Previous wording
The following table sets forth amounts from our condensed consolidated statements of operations for the six months ended June 30, 2025, and 2024:
Current wording
The following table sets forth amounts from our condensed consolidated statements of operations for the nine months ended September 30, 2025, and 2024:
Previous wording
Revenue for the six months ended June 30, 2025, was $342, as compared to $22, in the six months ended June 30, 2024, representing an increase of $320, or 1,453%. The increase is primarily due to revenue from the acquisition of Evoke Neuroscience.
Current wording
Revenue for the nine months ended September 30, 2025, was $730, as compared to $55, in the nine months ended September 30, 2024, representing an increase of $675, or 1,227%. The increase is primarily due to revenue from the acquisition of Evoke Neuroscience.
Previous wording
Other (income) expense for the six months ended June 30, 2025, were $11,060, as compared to $36, for the six months ended June 30, 2024, representing an increase of $11,024, mainly due to the change in derivative fair value and loss on settlement of promissory note.
Current wording
Other income (expense) for the nine months ended September 30, 2025, were $11,043, as compared to $57, for the nine months ended September 30, 2024, representing an increase of $10,986, mainly due to the change in derivative fair value and loss on settlement of promissory note.
Previous wording
For the next 12 months, we expect to continue to incur negative cash flows from operations as we continue to make targeted investments in the commercialization of the BNA Platform and the integration of Evoke. On April 30, 2025, we acquired all the outstanding stock of Evoke for approximately $6,000, consisting of $3,000 in cash and 857,142 shares of our common stock.
Current wording
For the next 12 months, we expect to continue to incur negative cash flows from operations as we integrate the Evoke and BNA products and continue to invest in the expansion of our sales organization. On April 30, 2025, we acquired all outstanding stock of Evoke for approximately $6,000, consisting of $3,000 in cash and 857,142 shares of our common stock.
Previous wording
Beyond the next 12 months, our ability to achieve profitability depends on the successful commercialization of our flagship product, the BNA Platform and the integration of Evoke. We expect to incur significant costs in connection with the further development, commercialization, and distribution of our products. As a result, we will require significant capital to support our ongoing operations and to execute our business strategy before we can generate positive cash flows from operating activities.
Current wording
Beyond the next 12 months, our ability to achieve profitability will depend on the successful commercialization of our combined Evoke and BNA product portfolio. We expect to incur significant costs associated with continued product development, commercialization, and distribution activities. As a result, we will require substantial additional capital to fund ongoing operations and to implement our business strategy prior to achieving positive cash flows from operating activities.
Previous wording
Until we generate adequate revenues from the sale of our products to cover our operating expenses, working capital and capital expenditure requirements, we expect to finance our operations through the sale of equity, debt financing, or other sources. There can be no guarantee that debt or equity financings will be available to us on commercially reasonable terms, if at all. Additionally, we may be unable to further pursue our business plan, and we may be unable to continue operations. As such, there is substantial doubt about our ability to continue as a going concern which is evidenced by our accumulated deficit of $106,257 and negative cash flow from operating activities of $4,901. The report of our independent registered public accounting firm for the year ended December 31, 2024, also states that there is substantial doubt about our ability to continue as a going concern.
Current wording
There is substantial doubt about our ability to continue as a going concern, as evidenced by our accumulated deficit of $108,896 and negative cash flows from operating activities of $6,389 as of September 30, 2025. The report of our independent registered public accounting firm for the year ended December 31, 2024, also expressed substantial doubt about our ability to continue as a going concern.
Previous wording
The estimates and assumptions underlying our belief in the sufficiency of our capital resources in the short term and our ability to obtain capital resources in the long term may prove to be wrong, and we could exhaust our capital resources sooner than we expect and may not be able to obtain resources on favorable terms, or at all.
Current wording
Our expectations regarding the sufficiency of our capital resources in the near term and our ability to obtain additional capital in the long term are based on estimates and assumptions that may prove to be inaccurate. As a result, we could exhaust our available capital resources sooner than anticipated and may not be able to obtain additional funding on favorable terms, or at all.
Previous wording
We have no material off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Current wording
We have no material off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that would be material to investors.
Previous wording
For the six months ended June 30, 2025, net cash used in operating activities was $4,901, as compared to $2,418, for the six months ended June 30, 2024, representing an increase of $2,483, or 103%. This increase in net cash used in operating activities is primarily due to an increase in operating costs, a reduction in liabilities, and costs related to the Evoke acquisition.
Current wording
For the nine months ended September 30, 2025, net cash used in operating activities was $6,389 as compared to $4,937, for the nine months ended September 30, 2024, representing an increase of $1,452, or 29%. This increase in net cash used in operating activities is primarily due to an increase in operating costs, a reduction in liabilities, and costs related to the Evoke acquisition.
Previous wording
For the six months ended June 30, 2025, net cash used in investing activities was $2,379, as compared to $312, cash used in investing activities for the six months ended June 30, 2024, representing an increase of $2,067, or 663%. The increase in cash used in investing activities is primarily attributed to the acquisition of Evoke Neuroscience.
Current wording
For the nine months ended September 30, 2025, net cash used in investing activities was $2,465, as compared to $401, cash used in investing activities for the nine months ended September 30, 2024, representing an increase of $2,064, or 515%. The increase in cash used in investing activities is primarily attributed to the acquisition of Evoke Neuroscience.
Previous wording
For the six months ended June 30, 2025, net cash provided from financing activities was $11,388, as compared to $945, for the six months ended June 30, 2024, representing an increase of $10,443, or 1,105%. The increase was primarily due to warrant exercises and unit offerings in both March and June.
Current wording
For the nine months ended September 30, 2025, net cash provided from financing activities was $11,369, as compared to $4,425, for the nine months ended September 30, 2024, representing an increase of $6,944, or 157%. The increase was primarily due to warrant exercises and unit offerings in both March and June.
Previous wording
On June 16, 2025, we entered into the June 2025 Purchase Agreement with the Investors, pursuant to which we issued and sold 400,000 of Units, at a purchase price of $3.00 per Unit. Each Unit consists of (i) either (A) one share of common stock, or (B) a prefunded warrant to purchase one share of common stock at a nominal exercise price of $0.0001 per share, to the extent that acquiring the shares of common stock instead of the Pre-Funded Warrant would have caused the investors to own in excess of 4.99% of the outstanding common stock on a post-issuance basis; (ii) one common stock purchase warrant to purchase one share of common stock over five (5) years at an exercise price of $3.50 per share; and (iii) one common stock purchase warrant to purchase one share of common stock over five (5) years at an exercise price of $4.00 per share. The Prefunded Warrant, the $3.50 Warrant and the $4.00 Warrant include a beneficial ownership limitation, which provides that the Company shall not affect any exercise, and a holder shall not have the right to exercise any portion of the warrants, to the extent that, after giving effect to such exercise, the holder (together with the holder’s affiliates) would beneficially own more than 4.99% of the outstanding shares of common stock immediately after the issuance of the common stock issuable upon exercise. On the same date, the closing under the June 2025 Purchase Agreement occurred, and the Company issued 400,000 Units to investors at a total purchase price of $1,200.
Current wording
On June 16, 2025, we entered into the June 2025 Purchase Agreement with the Investors, pursuant to which we issued and sold 400,000 Units, at a purchase price of $3.00 per Unit. Each Unit consists of (i) either (A) one share of common stock, or (B) a prefunded warrant to purchase one share of common stock at a nominal exercise price of $0.0001 per share, to the extent that acquiring the shares of common stock instead of the Pre-Funded Warrant would have caused the investors to own in excess of 4.99% of the outstanding common stock on a post-issuance basis; (ii) one common stock purchase warrant to purchase one share of common stock over five (5) years at an exercise price of $3.50 per share; and (iii) one common stock purchase warrant to purchase one share of common stock over five (5) years at an exercise price of $4.00 per share. The Prefunded Warrant, the $3.50 Warrant and the $4.00 Warrant include a beneficial ownership limitation, which provides that the Company shall not affect any exercise, and a holder shall not have the right to exercise any portion of the warrants, to the extent that, after giving effect to such exercise, the holder (together with the holder’s affiliates) would beneficially own more than 4.99% of the outstanding shares of common stock immediately after the issuance of the common stock issuable upon exercise. On the same date, the closing under the June 2025 Purchase Agreement occurred, and the Company issued 400,000 Units to investors at a total purchase price of $1,200.