Shareholders' Equity |
3 Months Ended | ||||||
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Mar. 31, 2026 | |||||||
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| Shareholders' Equity | Note 4. Shareholders’ Equity Common Stock Common stock transactions for the three months ended March 31, 2026 are as follows:
From April 1, 2026 through May 1, 2026, the Company issued 4,301,557 shares of common stock pursuant to the Rodman Sales Agreement with a weighted average fair value of $0.50 per share. The issuance of the Company’s common stock to the vendors described above was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The recipients are knowledgeable, sophisticated and experienced in making investment decisions of this kind and received adequate information about the Company or had adequate access to information about the Company. Each vendor represented to the Company that the vendor is not a “consultant” for purposes of Nasdaq Listing Rule 5635(c). The issuance of the Company’s common stock pursuant to the Rodman Sales Agreement described above was registered on a Registration Statement on Form S-3. Rodman At Market Issuance Sales Agreement In January 2026, the Company entered into the Rodman Sales Agreement to sell shares of the Company’s common stock from time to time, through ATM sales. In connection with the sale of shares via the ATM facility, the Company determines, among other things, the number of shares to be issued, the time period during which sales may be requested to be made, limitation on the number of shares that may be sold on any one trading day, and any minimum price below which sales may not be made. Pursuant to the terms, Rodman is entitled to compensation for its services in an amount up to 3% of the gross proceeds from the sale of shares under the ATM facility. The Company has no obligation to sell any shares under the ATM facility and may suspend solicitation and offers at any time. The ATM facility may be terminated by the Company or Rodman upon notice, or at any time under certain circumstances, including but not limited to the occurrence of a material adverse change in the Company. The ATM facility will terminate upon the earliest of (a) December 15, 2026, (b) the sale of all of the shares of common stock subject to the ATM facility, (c) the termination of the Rodman Sales Agreement as permitted therein, or (d) the mutual agreement of the parties. The Rodman Sales Agreement provides for the offer and sale of shares of common stock having aggregate potential gross proceeds of up to approximately $3.5 million. The Company has up to approximately $0.8 million of potential gross proceeds capacity remaining from the Rodman Sales Agreement as of May 1, 2026 under the prospectus supplement dated January 23, 2026.
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