v3.26.1
Subsequent Events
3 Months Ended
Mar. 31, 2026
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 14 – SUBSEQUENT EVENTS

 

The Company has evaluated all significant events or transactions that occurred through May 19, 2026, the date these consolidated financial statements were available to be issued.

 

Nasdaq Notification Letters

 

On April 1, 2026, the Company received a letter from Nasdaq notifying the Company that, based on the Company’s Annual Report on Form 10-K filed on March 31, 2026, evidencing stockholders’ equity of $3,953,682, Nasdaq has determined that the Company now complies with such continued listing standards and that this matter is closed.

 

On May 6, 2026, the Company received a Staff Determination letter (the “Staff Determination”) from the Listing Qualifications Department of the Nasdaq notifying the Company that Nasdaq Staff had determined to delist the Company’s securities from The Nasdaq Capital Market.

 

The Staff Determination stated that the bid price of the Company’s listed securities had closed at less than $1.00 per share over the previous 30 consecutive business days, from March 24, 2026 through May 5, 2026, and that, as a result, the Company is not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share (the “Bid Price Rule”).

 

The Staff Determination further stated that, although companies are typically afforded a 180-calendar day period to regain compliance with the Bid Price Rule, the Company is not eligible for any such compliance period pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv). Nasdaq Staff cited the fact that the Company has effected a reverse stock split over the prior one-year period and has 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 has requested a hearing before a Nasdaq Hearings Panel (the “Panel”) to appeal Nasdaq Staff’s determination. This hearing request will stay any further delisting actions through the Hearing process. At the hearing, the Company expects to present its plan to regain compliance with Nasdaq’s continued listing requirements. There can be no assurance that the Company will be successful in its appeal, that the Panel will grant the Company’s request for continued listing, or that the Company will be able to regain or maintain compliance with any applicable Nasdaq listing requirements.

 

Issuance of Note

 

On April 10, 2026, the Company issued and sold senior unsecured promissory notes (each, a “Note,” and collectively, the “Notes”) to accredited investors in the aggregate original principal amount of $1,250,000 for an aggregate purchase price of $1,000,000, reflecting an aggregate original issue discount of $250,000. The Notes bear interest at a rate of 10% per annum, payable monthly, and mature on September 30, 2026. Pursuant to the Notes, if the Company sells shares of Common Stock pursuant to an at-the-market offering or equity line of credit, 100% of the aggregate gross proceeds from such sales, less reasonable and documented legal fees and expenses, must be applied on a weekly basis to redeem the Notes at a redemption price equal to 120% of the outstanding amount redeemed. The Notes also permit the Company to redeem all, but not less than all, of the outstanding amount of the Notes at 120% of the outstanding amount redeemed, subject to the terms of the Notes. In addition, upon an event of default, holders may require the Company to redeem the Notes at 125% of the outstanding amount being redeemed, and upon a bankruptcy event of default, the Company must immediately pay an amount equal to 125% of all outstanding principal, accrued and unpaid interest and accrued and unpaid late charges. The Notes also grant one specific noteholder the right to withhold applicable equity line and at-the-market proceeds for direct distribution to the holders until the Notes are repaid in full. Following the maturity date and until the Notes have been redeemed or otherwise satisfied, the Notes contain various negative covenants, including restrictions on indebtedness, liens, dividends and other restricted payments, asset transfers and the early maturity or acceleration of other indebtedness.

 

Series A-1 Convertible Preferred Stock Conversions

 

For the period beginning April 1, 2026 through the date of this report, the holders of the Series A-1 Convertible Preferred Stock converted approximately 2,353 shares of Series A-1 Convertible Preferred Stock for 666,382 shares of common stock.

 

Warrant Exercises

 

For the period beginning April 1, 2026 through the date of this report, the holders of warrants have exercised 110,737 warrants for 110,737 shares of common stock.

 

Letter of Intent

 

On May 12, 2026, the Company entered into a non-binding letter of intent with a special purpose acquisition company, pursuant to which the special purpose acquisition company would acquire the Company’s wholly-owned subsidiary, Ignite Proteomics, LLC, in a business combination implying a pre-money equity valuation of Ignite of $150,000,000. The proposed transaction remains subject to negotiation and execution of definitive agreements, regulatory and stockholder approvals, and other customary closing conditions, and there can be no assurance that the transaction will be consummated.

 

Reverse Stock Split

 

On May 15, 2026, the Company effectuated a 1-for-27 reverse stock split (the “May 2026 Reverse Split”). The Company’s stock began trading on a split-adjusted basis effective on the Nasdaq Stock Market on May 18, 2026. There was no change to the number of authorized shares of the Company’s common stock. All share amounts referenced in this report are adjusted to reflect the May 2026 Reverse Split.