Note 4 - Capital Stock |
6 Months Ended |
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Jun. 30, 2025 | |
Notes to Financial Statements | |
Equity [Text Block] |
4. Capital Stock
Preferred Stock
The Company has authorized a total of 2,000,000 shares of preferred stock, par value $0.01 per share (the “Preferred Stock”), none of which were outstanding at June 30, 2025 and December 31, 2024. The Company’s Board of Directors (the “Board”) has the authority to issue Preferred Stock and to determine the rights, preferences, privileges, and restrictions, including voting rights.
Common Stock
On August 19, 2024, the Company entered into a securities purchase agreement with an investor (the “August Investor”) pursuant to which the August Investor agreed to purchase in a private placement an aggregate of 1,388,888 shares of Common Stock for the aggregate purchase price of approximately $5.0 million at a purchase price per share of $3.60.
The August Purchase Agreement required the Company to increase the size of the Board by one member, to appoint a designee selected by the August Investor to the Board, and to take certain actions to ensure that the designee remains on the Board. The Company also agreed to use its reasonable best efforts to obtain approval from its stockholders at the next annual meeting of stockholders to amend the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to eliminate classification of directors and to amend the Charter and the Company’s Third Amended and Restated Bylaws to permit special stockholder meetings to be called by holders of at least 35% of the Company’s voting power. The Company held its annual shareholder meeting on June 20, 2025, during which shareholders approved the actions outlined in the August Purchase Agreement.
On April 15, 2024, the Company entered into securities purchase agreements with certain investors each named therein (each, an “April Investor,” and collectively the “April Investors”) pursuant to which each of the April Investors agreed to purchase in a private placement an aggregate of 367,767 shares of Common Stock for the aggregate gross proceeds of approximately $1.5 million at a purchase price per share of $4.03.
Pursuant to the April Purchase Agreements, if the Company closes an equity financing in a registered public offering of its securities on or before six (6) months from the date of the April Purchase Agreements, and the public offering price per share was less than the per share purchase price of the 2024 Private Placement, then the Company shall promptly following such closing issue to each Investor additional shares of Common Stock in an amount equal to the difference between (i) the shares issued in the 2024 Private Placement, and (ii) result of dividing (a) the subscription amount for each April Purchase Agreement, by (b) the public offering per share. As of October 15, 2024—six months following the April Purchase Agreements—the Company had not completed an equity financing through a registered public offering of its securities since April 15, 2024.
Warrants
The Company had 898,622 warrants to purchase Common Stock outstanding as of June 30, 2025 and December 31, 2024 with a weighted-average exercise price of $5.33.
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