Note 17 - Subsequent Events |
6 Months Ended |
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Jun. 30, 2025 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] |
Note 17. Subsequent Events
Common Stock Sales Agreement
Subsequent to June 30, 2025, we sold 528,497 shares of Common Stock, generated gross proceeds of $1.9 million, and paid commissions of $28,000 under our 2025 ATM Agreement.
Amendment to December 2024 Senior Secured Convertible Promissory Notes
On August 13, 2025, we entered into an amendment to the 2024 SSCP Notes (the “Amended 2024 SSCP Notes”) with the Holders. Pursuant to the Amended 2024 SSCP Notes, the maturity date was extended to the earlier of (i) February 13, 2027 or (ii) upon a change in control transaction. The monthly repayments of $1.0 million per month, which were originally scheduled to commence in January 2026 and continue until the maturity date, will commence in September 2026. Additionally, the monthly interest payments beginning in August 2025 and continuing until the maturity date will be capitalized and added to the balance of the Amended 2024 SSCP Notes. The Holders may, in their sole discretion, convert up to 65% of the amount of capitalized interest into the number of shares of our Common Stock equal to the outstanding capitalized interest balance to be converted divided by $4.44. The other material terms of the 2024 SSCP Notes remain effective as disclosed in Note 8. Under ASC 470, the Amended 2024 SSCP Notes qualified as a refinancing of a short-term obligation on a long-term basis after the date of the condensed consolidated balance sheets, therefore we reclassified $3.2 million of notes payable and $5.9 million of convertible notes payable from current to long-term on the condensed consolidated balance sheets as of June 30, 2025. We are currently evaluating any additional accounting and disclosure impact of the Amended 2024 SSCP Notes.
August 2025 Senior Secured Convertible Promissory Notes
On August 13, 2025, we entered into a note purchase agreement (the “2025 Note Purchase Agreement”) pursuant to which we sold senior secured convertible promissory notes (the “2025 SSCP Notes”) in a principal amount totaling $1.5 million at an annual rate of 12.00%. The 2025 SSCP Notes were sold to non-affiliated third parties. The 2025 SSCP Notes mature on the earlier of (i) February 13, 2027 or (ii) upon a change in control transaction. Monthly payments totaling $150,000 per month will commence in September 2026 and continue until the maturity date. Monthly interest payments will be capitalized and added to the balance of the 2025 SSCP Notes. We anticipate recording an immaterial amount of debt issuance costs as a debt discount.
The holders of 2025 SSCP Notes may, in their sole discretion, convert up to 65% of the initial principal into the number of shares of our Common Stock equal to the outstanding principal to be converted divided by $4.44. Notwithstanding, in the event a holder of 2025 SSCP Notes declines to convert its pro rata share of outstanding principal, the remaining holders may convert additional amounts, provided that no converted principal among all 2025 SSCP Notes exceeds $975,000. The 2025 SSCP Notes also contain covenants and acceleration, default and redemption features. We are currently evaluating the accounting and disclosure impact of the 2025 SSCP Notes.
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