v3.25.4
Subsequent Events
12 Months Ended
Dec. 31, 2025
Subsequent Events [Abstract]  
Subsequent Events
Note 12—Subsequent Events
 
January Private Placement
 
On January 29, 2026, the Company entered into a securities purchase agreement with a certain institutional accredited investor in connection with a private placement for the offer, issuance and sale of (i) 994,537 pre-funded common stock purchase warrants to purchase up to 994,537 shares of the Company’s common stock, $0.0001 par value and (ii) 1,989,074 common warrants, and together with the Pre-Funded Warrants, to purchase up to 1,989,074 shares of Common Stock and together with the Pre-Funded Warrant Shares and the Pre-Funded Warrants, for a combined purchase price of $3.09.
 
Under the terms of the Pre-Funded Warrants and Common Warrants, a holder will not be entitled to exercise any portion of any Pre-Funded Warrant or Common Warrant, if, upon giving effect to such exercise, the aggregate number of shares of Common Stock beneficially owned by the holder (together with its affiliates, other persons acting or who could be deemed to be acting as a group together with the holder or any of the holder’s affiliates, and any other persons whose beneficial ownership of Common Stock would or could be aggregated with the holder’s or any of the holder’s affiliates for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended would exceed 4.99% (or, upon election by a holder prior to the issuance of any Pre-Funded Warrants or Common Warrants, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to the exercise as such percentage ownership is calculated in accordance with Section 13(d) of the Exchange Act and the applicable regulations of the Securities and Exchange Commission. A holder may increase or decrease the Beneficial Ownership Limitation to a higher or lower percentage (not to exceed 9.99%), effective 61 days after written notice to the Company.
 
The Private Placement Purchase Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company, other obligations of the parties and termination provisions.
 
The Securities were issued to an institutional accredited investor in a private placement pursuant to Section 4(a)(2) and/or Regulation D promulgated under the Securities Act of 1933, as amended.
 
The gross proceeds from the January Private Placement to the Company were approximately $3.1 million, before deducting the placement agent’s fees and related offering expenses. The Company intends to use the net proceeds from the Private Placement for working capital and general corporate purposes.
 
Registration Rights Agreement
 
In connection with the January Private Placement, the Company entered into a registration rights agreement with the Purchaser, which required the Company to file with the SEC a registration statement to register for resale the Securities sold in the Private Placement within fifteen (15) days of January 29, 2026 and cause such registration statement to become effective within forty-five (45) days (or sixty (60) days if the SEC notifies the Company that it will “review” the registration statement). Such registration statement was filed on February 4, 2026 and made effective on February 9, 2026.
Warrant Inducement
 
As previously reported, on June 10, 2025, the Company issued and sold, in a registered public offering, 61,444 shares of its Common Stock, and pre-funded warrants to purchase 335,381 shares of Common Stock, in each case with accompanying Series A Warrants to purchase up to 1,190,480 shares of Common Stock and Series B Warrants to purchase up to 396,829 shares of Common Stock with gross proceeds of approximately $5.0 million (the Series A Warrants and Series B Warrants, collectively the “June 2025 Warrants”). Also, as previously reported, the Company issued and sold, in a best efforts registered public offering, 5,728 shares of the Company’s Common Stock, pre-funded warrants to purchase up to an aggregate of 1,925 shares of Common Stock and common warrants (the “April 2024 Warrants”) to purchase up to an aggregate of 11,480 shares of Common Stock. Also, as previously reported, on November 5, 2024, the Company entered into warrant inducement offer letters with certain investors to immediately exercise approximately 1.9 million of the April 2024 Warrants held by such investors and the Company issued to the investors a new Series I Common Stock Purchase Warrant and a new Series II Common Stock Purchase Warrant, in each case, to purchase up to a number of shares of common stock equal to 100% of the number of shares of Common Stock issued pursuant to the immediate exercise of the corresponding April 2024 Warrants (the “November 2024 Warrants”).
 
On January 29, 2026, the Company entered into a warrant inducement offer letter with a certain investor to immediately exercise the remaining June 2025 Warrants and November 2024 Warrants held by such investor at a reduced exercise price of $2.84 and the Company issued to the investor a new Common Stock Purchase Warrant to purchase up to a number of shares of common stock equal to 200% of the number of shares of Common Stock issued pursuant to the immediate exercise of the corresponding June 2025 Warrants and November 2024 Warrants. The January Inducement Warrants have an exercise price of $2.84 per share, will be exercisable immediately upon issuance, and will expire upon the five-year anniversary of the date that a resale registration statement related to the January Inducement Warrant issued in the January Inducement Offer becomes effective, which occurred on February 9, 2026.
 
The Company received aggregate gross proceeds of approximately $2 million from the exercise of the June 2025 Warrants and November 2024 Warrants resulting in the issuance of up to an aggregate of 623,585 shares of Common Stock, subject to application of applicable beneficial ownership blockers. As of January 29, 2026, the Company had 1,686,892 shares of common stock issued and outstanding.
 
The Company also issued to the Placement Agent, or its designees, warrants to purchase up to 48,544 shares of our Common Stock as part of the compensation payable to the Placement Agent in connection with the January Private Placement and January Inducement Offering (the “January Inducement Warrants”). The Placement Agent Warrants have substantially the same terms as the January Inducement Warrants described above, except that the Placement Agent Warrants have an exercise price of $5.0985 per share.
 
Rendiatech Transaction
 
On January 29, 2026, the Company entered into a Securities Purchase Agreement (“Rendiatech Purchase Agreement”) with Rendiatech, Ltd., an Israeli company (“Rendiatech”) and the sellers named therein (the “Rendiatech Sellers”) whereby the Company will purchase all of the issued and outstanding ordinary shares of Rendiatech (the “Transaction”) upon the completion of certain closing conditions, including receipt of approval of the Transaction from the Israeli Tax Authority. Rendiatech has no commercial operations and was formed on March 30, 2025 to acquire certain assets of RenalSense Ltd. following its bankruptcy proceedings; the Company is acquiring Rendiatech primarily to gain access to such assets. In consideration, upon closing, the Company agreed to: (i) pay $125,000 cash at closing, (ii) issue 150,000 shares of the Company’s Common Stock, and (iii) issue stock options to purchase 30,000 shares of the Company’s Common Stock as set forth in the Rendiatech Purchase Agreement. Additionally, the Company agreed to pay (i) to the Sellers’ Representative, for the benefit of the Rendiatech Sellers, $125,000 on or prior to December 31, 2026, (ii) $250,000 on the earlier to occur of: (a) the Commercial Regulatory Clearance Date (as defined in the Rendiatech Purchase Agreement) or (b) December 31, 2027, and (iii) an earn-out royalty payment equal to nine percent (9%) of gross sales recognized by the Company on the commercial sale of Rendiatech’s real-time urine flow and kidney monitoring technology products known as “Clarity RMS” and “Clarity Prime” (the “Earn-Out Royalty”), until the Company’s aggregate payments of the Earn-Out Royalty equal $2,000,000. The Rendiatech Purchase Agreement contains customary representations, warranties, covenants and indemnification obligations for a transaction of this type.
 
Executive Transition
 
Robert B. Scott resigned from the Company as Chief Financial Officer effective October 24, 2025. Carisa Schultz was appointed by the Company’s board of directors to serve as Chief Financial Officer, the Principal Financial Officer, and Principal Accounting Officer effective, February 2, 2026.
 
Hutton Litigation
 
On February 11, 2026, E.F. Hutton & Co. (“Hutton”) filed a complaint against the Company with the Supreme Court of the State of New York. The complaint alleges, among other things, that the Company breached its engagement letter with Hutton to act as its exclusive placement agent for the Company’s registered securities offerings. The complaint seeks compensatory damages, punitive damages, interest, costs and attorneys’ fees. The Company intends to vigorously defend itself in this matter; however, in light of, among other things, the preliminary stage of the litigation, the Company is unable to provide any assurances as to the ultimate outcome of the lawsuit and is unable to make a meaningful estimate of the amount or range of loss, if any, that could result from an unfavorable outcome. The Company has not yet filed an answer to the complaint.