v3.26.1
Note 8 - Stockholders' Equity
 3 Months Ended
Mar. 31, 2026
Notes to Financial Statements  
Equity [Text Block]

NOTE 8 – STOCKHOLDERS’ EQUITY

 

Authorized Common Stock

 

The Company is authorized to issue 300,000,000 shares of common stock, par value $0.0001 per share, and 2,000,000 shares of preferred stock, par value $0.0001 per share.

 

2025 Sales Agreement

 

On  February 10, 2025, the Company entered into an At Market Issuance Sales Agreement (the "2025 Sales Agreement") with Northland Securities, Inc., pursuant to which the Company could, from time to time, offer and sell shares of common stock having an aggregate offering price of up to $25,000,000. On August 12, 2025, the Company elected to voluntarily terminate the 2025 Sales Agreement.

 

During the term of the 2025 Sales Agreement, the Company issued an aggregate of 18,888,832 shares of common stock at a weighted average selling price of $1.23 per share, generating net proceeds of approximately $22,350,000.

 

ATD Acquisition

 

On  January 2, 2025, the one year anniversary of closing of the ATD Acquisition, the Company issued and delivered to ATD’s former owners 664,329 holdback shares of the Company’s common stock in full satisfaction of the purchase price for the ATD Acquisition.

 

2025 Underwriting Agreement 

 

On December 13, 2025, the Company entered into an underwriting agreement with William Blair & Company, L.L.C., as representative of the several underwriters, relating to an underwritten registered direct offering of 8,571,428 units at a public offering price of $1.75 per unit (the "2025 Underwriting Agreement"). Each unit consisted of one share of the Company's common stock and one warrant to purchase one share of the Company's common stock at an exercise price of $2.40 per share. The warrants are immediately exercisable and expire on  December 16, 2032. The offering closed on  December 16, 2025.

 

Gross proceeds from the offering were approximately $15.0 million. After deducting underwriting discounts and commissions and estimated offering expenses, the net proceeds to the Company were approximately $13.9 million. In connection with the offering, the Company entered into a Side Letter Agreement with Anson Advisors Inc. that, among other things, restricts the Company from entering into Variable Rate Transactions (as defined therein) while any  December 2025 warrants issued under the 2025 Underwriting Agreement remain outstanding.

 

Warrants

 

There was no activity related to the Company warrants during the period ended March 31, 2026. The table below shows the Company's outstanding warrants as of March 31, 2026:

 

  

2023 Promissory Notes (1)

  

2023 Registered Direct Offering (2)

  

2023 Private Warrants (3)

  

2025 Underwriting Agreement (4)

  

Total

 

Outstanding warrants as of March 31, 2026

  1,000,000   481,100   2,850,000   8,571,428   12,902,528 

Weighted average strike price of outstanding warrants as of March 31, 2026

 $2.00  $1.82  $3.25  $2.40  $2.54 

Intrinsic value of outstanding warrants as of March 31, 2026

 $-  $-  $-  $-  $- 

 

 

(1)

 

On January 18, 2023, in connection with the 2023 Promissory Notes, the Company issued the investors warrants to purchase 6,250,000 shares of its common stock, exercisable over a period of five years, at an exercise price of $2.00 per share. Of the original 6,250,000 warrants, 3,675,000 have been exercised and 1,575,000 were cancelled. The remaining warrants were exercisable commencing January 18, 2023 and expire on January 18, 2028. The 2023 Promissory Notes were redeemed in March 2024; the warrants remain outstanding in accordance with their original terms.
 

(2)

 

On March 23, 2023, in connection with the 2023 Registered Direct Offering the Company issued warrants to the placement agent to purchase up to 481,100 shares of common stock. Each warrant for the placement agent is exercisable for one share of common stock at an exercise price of $1.8188 per share. These warrants were exercisable commencing March 27, 2023 and expire on March 27, 2028.
 (3)On July 25, 2023, in connection with the 2023 Letter Agreement, the Company issued warrants to purchase 2,850,000 shares of its common stock, exercisable over a period of five and half years, at an exercise price of $3.25 per share. These warrants were exercisable commencing July 25, 2023 and expire on January 25, 2029.
 (4)On December 16, 2025, in connection with the 2025 Underwriting Agreement, the Company issued warrants to purchase 8,571,428 shares of its common stock. The warrants have an exercise price of $2.40 per share, are immediately exercisable and have a term of seven years from the date of issuance. These warrants expire on December 16, 2032.