v3.26.1
Subsequent Events
3 Months Ended
Mar. 31, 2026
Subsequent Events  
Subsequent Events

15. Subsequent Events

Issuance of Common Stock

As of May 20, 2026, 231,154 shares of common stock were issued after March 31, 2026, the balance sheet date.

Authorized Share Increase

On April 20, 2026, the Company approved the tenth amendment to the Company’s Third Amended and Restated Certificate of Incorporation to effect an increase in the number of authorized shares of the Company’s voting common stock, par value $0.0001 per share (the “Common Stock”), from 298,000,000 shares to 500,000,000 shares and a corresponding increase in the total number of shares the Company is authorized to issue from 352,475,074 shares to 554,475,074 shares (the “Authorized Share Increase”).

On April 20, 2026, the Company filed the tenth amendment with the Secretary of State of the State of Delaware, and the Authorized Share Increase became effective immediately upon such filing.

Reverse Stock Split

On April 20, 2026, the Company approved the eleventh amendment to the Company’s Third Amended and Restated Certificate of Incorporation to effect a 1-for-35 reverse stock split of the Company’s issued and outstanding shares of common stock, effective April 30, 2026.

The reverse stock split reduces the number of shares of common stock issuable upon the conversion of the Company’s outstanding common stock and the exercise or vesting of its outstanding stock options and warrants in proportion to the ratio of the reverse stock split and causes a proportionate increase in the conversion and exercise prices of such common stock, stock options, and warrants. In addition, the number of shares reserved for issuance under the Company’s equity compensation plans immediately prior to the effective time will be reduced proportionately. The reverse stock split did not change the total number of authorized shares of common stock or preferred stock. All share and per share amounts of the Company’s common stock, as well as stock options, RSUs, and warrants included in the accompanying consolidated financial statements have been retroactively adjusted to give effect to the reverse stock split for all periods presented, unless indicated otherwise.

Nasdaq Hearings Panel’s First Decision Letter

On April 24, 2026, the Company received a decision letter from the Nasdaq Hearings Panel (“Panel”) granting the Company’s request to continue its listing on Nasdaq, subject to the condition that, on or before May 15, 2026, the Company shall demonstrate compliance with Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). This decision follows the Company’s hearing before the Panel on April 7, 2026, regarding its non-compliance with the Bid Price Rule.

As previously reported in a Current Report on Form 8-K filed on March 6, 2026, the Company received written notice from the staff of the Listing Qualifications Department (the “Staff”) of Nasdaq indicating that because the bid price for the Company’s common stock for the previous 30 consecutive business days had closed below the minimum $1.00 per share, the Company was no longer in compliance with the requirement for continued listing on Nasdaq under the Bid Price Rule. Further, the Notice stated that, pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv), the Company was not eligible for any compliance period specified in Nasdaq Listing Rule 5810(c)(3)(A) due to the fact that the Company effected a reverse stock split over the prior one-year period or effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one. The Company requested a hearing before the Panel, at which it presented its plan to cure the bid price deficiency.

In its written notice, the Panel stated that the Company shall demonstrate compliance with the Bid Price Rule by evidencing a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days on or before May 15, 2026. The Panel may defer a compliance determination for up to 20 business days. The Panel further stated that during the granted exception period the Company must promptly notify the Panel of any significant events that occur during this time that may affect the Company’s compliance with Nasdaq requirements, including, but not limited to, any event that may call into question the Company’s ability to meet the terms of the exception granted, and that the Panel reserves the right to reconsider the terms of this exception based on any event, condition or circumstance that exists or develops that would, in the opinion of the Panel, make continued listing of the Company’s securities on Nasdaq inadvisable or unwarranted. The Panel also stated that it would maintain jurisdiction over the Company until September 1, 2026, the end of its discretion in this matter, and that should the Company fall out of compliance with any Nasdaq Listing Rule during that time, the Company would be delisted.

Nasdaq Staff’s Notification

On May 1, 2026, the Company received a written notification (the “Notice”) from the staff of the Listing Qualifications Department (the “Staff”) of Nasdaq notifying the Company that, as a result of the 1-for-35 reverse stock split of the Company’s issued and outstanding shares of Common Stock effected on April 30, 2026, the Company had a post reverse stock split number of publicly held shares of Common Stock of approximately 401,226. As a result, the Company did not comply with the minimum 500,000 Publicly Held Shares requirement for continued inclusion set forth in Nasdaq Listing Rule 5550(a)(4) (the “Publicly Held Shares Requirement”). Accordingly, this matter served as an additional basis for delisting the Company’s securities from Nasdaq.

The Notice was also a formal notification that the Panel would consider this matter in their decision regarding the Company’s continued listing on The Capital Market. Pursuant to Nasdaq Listing Rule 5810(d), the Company was required to present its views with respect to this additional deficiency to the Panel in writing no later than May 8, 2026.

In addition, Staff noted that under Nasdaq Listing Rule 5810(c)(3)(A), the Company would remain non-compliant with both the minimum $1 bid price requirement and the Publicly Held Shares Requirement until the Publicly Held shares deficiency is cured and, thereafter, the Company evidences a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days, unless Staff exercises its discretion to extend this 10 day period as discussed in Nasdaq Listing Rule 5810(c)(3)(H).

Nasdaq Hearings Panel’s Second Decision Letter

Following the exercise by certain third-party investors of existing pre-funded warrants to purchase Common Stock on May 4, 2026, the Company regained compliance with the Publicly Held Shares Requirement.

On May 6, 2026, the Company received a decision letter from the Panel granting the Company’s request for an extension to demonstrate compliance with the Listing Rules of Nasdaq.

In its letter, the Panel stated that the Company’s non-compliance with Listing Rule 5550(a)(4) reset the clock for the Company to regain compliance with the Bid Price Rule. Based upon the Company’s representations, the Panel was willing to grant an additional one-day extension to the Company’s deadline to demonstrate compliance with the Bid Price Rule by evidencing a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days, from May 15, 2026 to May 18, 2026.

Uptown Common Stock Exchange Agreements

On May 14, 2026, the Company entered into a privately negotiated exchange agreement with Uptown, pursuant to which the Company issued 28,660 shares of common stock to Uptown in exchange for a $91,000 reduction in the outstanding balance of the Company's December 2020 Royalty Interest.

Uptown and Streeterville Preferred Stock Exchange Agreements

On May 19, 2026, the Company entered into a series of privately negotiated exchange agreements with Uptown and Streeterville to reduce outstanding obligations on existing royalty interests in exchange for the newly designated Series Q Perpetual Preferred Stock (the “Series Q Preferred Stock”).

The transactions are summarized as follows:

The Company issued 500 shares of Series Q Preferred Stock to Uptown, in exchange for a $12.5 million reduction in the outstanding balance of the Company's December 2020 Royalty Interest.
The Company issued 408 shares of Series Q Preferred Stock to Streeterville, in exchange for a $10.2 million reduction in the outstanding balance of the Company's August 2022 Royalty Interest.

Nasdaq Minimum Stockholders’ Equity Requirement

Nasdaq Listing Rule 5550(b)(1) requires companies listed on The Nasdaq Capital Market to maintain stockholders’ equity of at least $2.5 million. The Company believes that, after taking into account (i) the sale of Products under the License and Supply Agreement with Woodward and Future Pak amounting to $1.1 million, (ii) the transfer of manufacturing and supply agreements under the License and Supply Agreement with Woodward and Future Pak amounting to $1.2 million, and (iii) the issuance of 500 and 408 shares of Series Q Preferred Stock on May 19, 2026 to Uptown and Streeterville, respectively, in exchange for $12.5 million and $10.2 million reduction in the outstanding balance of the royalty interests held by Uptown and Streeterville, the Company’s stockholders’ equity as of May 20, 2026 exceeds $2.5 million.