Insider Trading Arrangements |
3 Months Ended | 9 Months Ended |
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Jun. 30, 2025 |
Jun. 30, 2025 |
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Trading Arrangements, by Individual [Table] | ||
Material Terms of Trading Arrangement [Text Block] |
Director and Officer Trading Arrangements
of the Company's directors or executive officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's quarter ended June 30, 2025.
Exchange of Warrants and Convertible Notes
On August 14, 2025, the Company entered into an Amendment and Exchange Agreement (the “ August 2025 Exchange Agreement”) with certain investors (each individually an “Investor” and collectively, the “Investors”), pursuant to which the Company agreed to exchange (i) certain outstanding senior secured convertible notes with an aggregate principal and accrued interest of approximately $5 million (the “ August 2025 Exchange Notes”) for the issuance of approximately 4,730 shares of Series F Preferred Stock, par value $0.001 per share (“Series F Preferred Stock”) and (ii) warrants issued during August 2025 (the “ August 2025 Exchange Warrants”) for the issuance of approximately 6,362 shares of Series G Preferred Stock, par value $0.001 per share (“Series G Preferred Stock,” and together with the Series F Preferred Stock, the “Preferred Stock”), previously issued pursuant to the Securities Purchase Agreements, as may have been amended from time to time, dated May 14, 2024, January 23, 2025 and March 6, 2025. Upon closing of the transactions contemplated by the August 2025 Exchange Agreement, the August 2025 Exchange Notes and August 2025 Exchange Warrants were cancelled and the Investors relinquished all rights, title and interest in such securities.
The August 2025 Exchange Agreement includes certain covenants, including, among others, that (i) the Company will use commercially reasonable efforts to maintain the listing of its common stock on a stock exchange, (ii) while Preferred Stock remains outstanding, (A) during a certain 90 day period, the Company will not, with certain exceptions, offer or issue any equity or related securities, and (B) the Company will not, without approval from the Investors holding a majority of the outstanding Preferred Stock, issue any equity security having a preference over or party with the Preferred Stock with respect to dividends, liquidation or redemption or having a preference over the common stock with respect to dividends, liquidation or redemption, and the Company and its subsidiaries will not incur any indebtedness. The Company also agreed not to enter into any fundamental transaction, such as a merger, sale of more than 50% of the outstanding voting shares, sale of substantially all assets, or business combination, unless such transaction complies with the terms of the Series F Preferred Stock Certificate of Designations and the Series G Certificate of Designations, as amended. The August 2025 Exchange Agreement contains customary representations and warranties between the Company and the Investors.
If, upon conversion of the Preferred Stock, the Company fails to timely issue the shares of common stock, then, at the sole discretion of the Investor, the Company will pay in cash to such Investor on each trading day after the delivery date an amount equal to 1% of the product of the number of shares of common stock not so delivered multiplied by the closing sale price of the common stock on the trading day immediately preceding such delivery date.
The issuance of shares of Series F Preferred Stock and Series G Preferred Stock pursuant to the
August 2025 Exchange Agreement, and the common stock issuable upon conversion thereof, was made in reliance on the exemption from registration provided by Section
3(a)(
9) of the Securities Act because it involves an exchange with the Company’s exchange security holders exclusively where
no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange and Rule
506(b) Regulation D (“Regulation D”) as promulgated by the SEC, because, among other things, the transaction did
not involve a public offering and the investors represented that they are accredited investors.
Amendment to Series F Preferred Stock and Series G Preferred Stock Certificates of Designations
On August 14, 2025, the Company filed Certificates of Amendment with the Delaware Secretary of State (each a “Certificate of Amendment” and together, the “Certificates of Amendment”) to each of the Series F Preferred Stock Certificate of Designations (the “Series F Certificate of Designations”) and the Series G Preferred Stock Certificate of Designations (the “Series G Certificate of Designations” and together with the Series F Certificate of Designations, the “Certificates of Designations”), which were originally filed with the Delaware Secretary of State on July 29, 2025. The Certificates of Amendment became effective upon filing.
The Certificate of Amendment to the Series F Certificate of Designations increased the number of authorized shares of Series F Preferred Stock from 25,600 to 30,335 and revised the definition of “Exchange Agreement” to include both the Exchange Agreement and the August 2025 Exchange Agreement. The Certificate of Amendment to the Series G Preferred Stock Certificate of Designations increased the number of authorized shares of Series G Preferred Stock from 110,000 to 116,365 and revised the definition of “Exchange Agreement” to include the August 2025 Exchange Agreement. No other changes were made to the Certificates of Designations,
Amendments to Securities Purchase Agreements
On August 14, 2025, the Company and the investors thereto entered into an amendment (the “SPA Amendment”) that amended each of the Securities Purchase Agreements, dated May 14, 2024, January 23, 2025, February 5, 2025, March 6, 2025, May 16, 2025 and May 29, 2025 (the “Securities Purchase Agreements”), the terms of which were previously reported in the Company’s Form 10-Q filed on May 14, 2024, and the Current Reports on Form 8-K as filed with the SEC on each of January 27, 2025, February 11, 2025, March 7, 2025, May 22, 2025 and June 3, 2025. Pursuant to the SPA Amendment, the cashless exercise formula of the Additional Warrants (as defined in the Securities Purchase Agreements) issued pursuant to the Additional Purchases (as defined in the Securities Purchase Agreements) was amended in that the floor in the formula was changed from $0.01 to $0.07 per share that is not subject to adjustment for stock dividends, subdivisions, or combinations. The SPA Amendment also provides that in the event that the Company’s stock price falls at or below $0.07 per share, then the Company will be required to hold a meeting of stockholders to approve a reduced floor price of $0.01 for the Additional Warrants and to increase the authorized number of shares to facilitate the cashless exercise of the Additional Warrants at the floor of $0.01, if necessary. All other terms and conditions of the Securities Purchase Agreements remain unchanged and in full force and effect. |
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Rule 10b5-1 Arrangement Adopted [Flag] | false | |
Non-Rule 10b5-1 Arrangement Adopted [Flag] | false | |
Rule 10b5-1 Arrangement Terminated [Flag] | false | |
Non-Rule 10b5-1 Arrangement Terminated [Flag] | false |