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SUBSEQUENT EVENTS
6 Months Ended
Mar. 31, 2026
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

11. SUBSEQUENT EVENTS

 

Approval of the securities purchase agreement by and between the Company and High West Partners LLC

 

On April 10, 2026, the Company’s board of directors approved, and on April 14, 2026, the Company’s majority stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the entry into a Securities Purchase Agreement (the “Securities Purchase Agreement”) by and between the Company and High West Partners LLC (the “Investor”), pursuant to which, upon execution, the Company may, from time to time and in its sole discretion, direct the Investor to purchase shares of the Company’s Common Stock, in an aggregate amount of up to $3,400,000 (the “Purchase Shares”), at a purchase price equal to (i) 90% of the lowest traded price of the common stock on the applicable purchase date or (ii) 85% of the lowest volume weighted average price (VWAP) of the Common Stock during the applicable pricing period, subject to a minimum price of $0.01 per share, and including the issuance of commitment shares having an aggregate value of $200,000, with a maximum of 340,000,000 shares of common stock issuable thereunder, and with such shares being issuable at a discount to the market price of the Common Stock.

 

Primary offering and resale prospectus

 

The Company filed a registration statement on Form S-1 (File No. 333-294624), as amended, with the SEC on April 28, 2026, which contains disclosure that will be circulated as two separate prospectuses: (i) Primary Offering Prospectus: A prospectus to be used in connection with the offering by the Company of up to 900,000,000 units (the “Units”), each consisting of one share of the Company’s Common Stock, par value $0.00001 per share, and one warrant to purchase one share of Common Stock, and (ii) Resale Prospectus: A prospectus to be used in connection with the offer and sale, from time to time, by certain stockholders named in the Resale Prospectus of up to 43,000,000 shares of Common Stock, at prevailing market prices, prices related to prevailing market prices, or privately negotiated prices.