v3.26.1
Note 21 - Subsequent Events
12 Months Ended
Dec. 31, 2025
Notes to Financial Statements  
Subsequent Events [Text Block]

NOTE 21: SUBSEQUENT EVENTS

 

On February 3, 2026, the Company filed a Prospectus Supplement to amend a registration statement with the Securities and Exchange Commission for an at-the-market ("ATM") offering program pursuant to which the Company may, from time to time, offer and sell shares of its common stock having an aggregate offering price of up to $7,434,266. The registration statement became effective on February 3, 2026. As of March 25, 2026 the Company had not sold any shares under the ATM program.

 

On March 8, 2026, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain accredited investors (the "Investors") for a private placement of units ("Units") at a purchase price of $1.50 per Unit. On March 12, 2026 (the "Initial Closing"), the Company issued 1,500,000 Units for aggregate gross proceeds of $2,250,000.

 

Each Unit consists of: (i) one share of common stock (par value $0.0001), or a pre-funded warrant to purchase one share of common stock at $0.0001 per share for investors subject to beneficial ownership limitations of 4.99% or 9.99%; (ii) one warrant to purchase one share of common stock at $1.88 per share exercisable over five years; and (iii) one warrant to purchase one share of common stock at $2.50 per share exercisable over five years.

 

The Investors have the right, but not the obligation, to purchase up to an additional $18,000,000 of Units in one or more subsequent closings within 30 days of the Initial Closing Date.

 

The offering was conducted as a private placement under Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506(b) of Regulation D, and was structured to comply with Nasdaq Listing Rule 5635(d) without requiring stockholder approval.

 

The Company has agreed to file a registration statement on Form S-1 covering the resale of the shares and warrant shares on or before April 15, 2026.

 

In connection with the Purchase Agreement, each Investor entered into a Lock-Up Agreement restricting transfers of all securities issued under the Purchase Agreement for six months following the Initial Closing (through September 12, 2026), followed by a six-month graduated release of one-sixth of restricted securities per month through March 12, 2027.