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

Note 22 - Subsequent Events

Revolving Loan Agreement

On May 14, 2026, the Company entered into a Debt Settlement and Subscription Agreement with 1396974 BC Ltd. in connection with amounts outstanding under the Revolving Loan Agreement dated January 27, 2025. Pursuant to the agreement, the parties acknowledged aggregate indebtedness of approximately $1.03 million, consisting of principal of $700,000 and accrued interest of approximately $332,315. The lender agreed to accept (i) a cash payment of $800,000 and (ii) 71,482 shares of the Company’s common stock issued at a deemed price of $3.25 per share in satisfaction of the remaining accrued interest balance of approximately $232,315, as full and final settlement of the outstanding indebtedness. Pursuant to the agreement, the Company paid $800,000 in cash and issued 71,482 shares of common stock at a deemed price of $3.25 per share in full satisfaction of the outstanding balance, and the indebtedness has been fully satisfied and extinguished.

Settlement Agreement - Ellenoff Grossman & Schole LLP

On May 12, 2026, the Company entered into a Settlement Agreement and General Releases with Ellenoff Grossman & Schole LLP (“EGS”) in connection with litigation previously filed by EGS against the Company relating to unpaid legal fees. Under the terms of the settlement agreement, the Company agreed to pay EGS an aggregate settlement amount of $360,000, consisting of (i) an initial payment of $100,000, which has been paid, following execution of the agreement and (ii) three installment payments of approximately $86,667 payable over a one-year period. Upon receipt of the initial payment, EGS agreed to dismiss the pending litigation with prejudice.

Equity Awards

Subsequent to March 31, 2026, the Company issued 91,743 shares of common stock upon the exercise of outstanding warrants for cash consideration. The Company issued 105,000 shares of common stock upon the exercise of outstanding pre-funded warrants. In addition, the Company issued 44,819 shares of common stock upon the exercise of warrants in settlement of outstanding loan balances. The Company also issued 71,482 shares of common stock to 1396974 BC Ltd. and 70,528 shares of common stock to Dark Arts Consulting in settlement of outstanding debt and accounts payable. Additionally, 161,260 shares of common stock were issued in connection with the May 2026 financing transactions.

Financing Transactions

On May 8, 2026, May 11, 2026 and May 12, 2026, the Company entered into securities purchase agreements with certain purchasers pursuant to which the Company agreed to sell in private placements an aggregate of (i) 74,000 shares of common stock, which shares have been issued as of the date of this Quarterly Report (ii) pre-funded warrants to purchase up to an aggregate of 1,196,001 shares of common stock and (iii) common stock purchase warrants to purchase up to an aggregate of 1,270,001 shares of common stock for aggregate gross proceeds of approximately $2.54 million. The combined purchase price for one share of common stock or pre-funded warrant in lieu thereof and one common warrant was $2.00. The Company intends to use the net proceeds for general corporate purposes, including working capital and repayment of certain outstanding liabilities. The closing of the transactions closed on May 18, 2026, subject to the satisfaction of customary closing conditions. The pre-funded warrants have an exercise price of $0.00001 per share and are exercisable immediately with no expiration date. The common warrants are exercisable beginning six months following issuance and expire five years from the earlier of the effectiveness of the related registration statement or the date the underlying securities may be resold pursuant to Rule 144 without restriction. The common warrants have exercise prices ranging from $2.56 to $2.89 per share, subject to adjustment. In connection with the securities purchase agreements, the Company entered into registration rights agreements pursuant to which the Company agreed to file a resale registration statement covering the shares issued and issuable in connection with the private placements within 15 days following the closing date.

On May 11, 2026, the Company entered into an additional securities purchase agreement with certain purchasers pursuant to which the Company agreed to sell in a private placement an aggregate of (i) 87,260 shares of common stock, which shares have been issued as of the date of this Quarterly Report (ii) pre-funded warrants to purchase up to an aggregate of 1,745,199 shares of common stock and (iii) common stock purchase warrants to purchase up to an aggregate of 1,832,459 shares of common stock for aggregate gross proceeds of approximately $5.25 million. The combined purchase price for one share of common stock or pre-funded warrant in lieu thereof and one common warrant was $2.865. The Company intends to use the net proceeds for general corporate purposes, including working capital and repayment of certain outstanding liabilities. The closing occured on May 18, 2026, subject to customary closing conditions. Twenty percent (20%) of the gross proceeds will be paid at closing, with the remaining proceeds payable prior to the effectiveness of the related registration statement.

The pre-funded warrants issued in connection with the additional financing have an exercise price of $0.00001 per share and no expiration date. The common warrants are exercisable immediately and expire five years from the earlier of the effectiveness of the related registration statement or the date the underlying securities may be resold pursuant to Rule 144 without restriction. The common warrants have an exercise price of $2.865 per share, subject to adjustment.