Note 12 - Stockholders' Equity |
3 Months Ended | ||
|---|---|---|---|
Mar. 31, 2026 | |||
| Notes to Financial Statements | |||
| Equity [Text Block] |
Issuances of Common Stock
During the three-month periods ended March 31, 2026, and 2025, there have not been any shares of common stock issued to anyone outside the Company, except as noted in this Note 12.
On June 18, 2021, the stockholders approved the Employee Stock Purchase Plan. Under the terms of this plan (as adjusted to reflect our 1-for-10 reverse stock split, which was effective April 30, 2026), 4,384 shares of common stock are reserved for issuance to employees and officers of the Company at a purchase price equal to 85% of the lower of the closing price of the common stock on the first day or the last day of the offering period as reported on the Nasdaq Capital Market. Eligible employees are granted an option to purchase shares under the plan funded by payroll deductions. The Company may suspend or terminate the plan at any time, otherwise the plan expires June 17, 2031. On August 8, 2025, at the Company’s Annual Stockholders Meeting (“Annual Meeting”), a proposal was approved to amend the plan to reserve an additional 70,000 shares of common stock. There were no shares issued during the three-month periods ended March 31, 2026 and 2025.
Issuances of Restricted Stock
Restricted stock consists of shares of common stock (as adjusted to reflect our 1-for-10 reverse stock split, which was effective April 30, 2026) that are subject to restrictions on transfer and risk of forfeiture until the fulfillment of specified conditions. The fair value of nonvested shares is determined based on the market price of the Company's common stock on the grant date. Nonvested stock is expensed ratably over the term of the restriction period.
During the three-month periods ended March 31, 2026 and 2025, the Company issued 250 and 250 shares of restricted common stock, respectively, to certain employees. These shares vest in equal annual installments over a -year period from the date of grant and had a fair value on the date of issuance of $1,600 and $2,525, respectively.
During the three-month periods ended March 31, 2026 and 2025, 250 and 757 shares of restricted common stock were forfeited, respectively.
Share based compensation for the three-month periods ended March 31, 2026 and 2025, was $40,744 and $52,488, respectively.
Issuances to Directors
During the three-month periods ended March 31, 2026, and 2025, the Company issued 0 and 891 shares of common stock (as adjusted to reflect our 1-for-10 reverse stock split, which was effective April 30, 2026) to its directors in lieu of payment of board and committee fees valued at $0 and $9,002, respectively.
Employees’ exercise options
During the three-month periods ended March 31, 2026 and 2025, employee stock options were exercised.
Warrants
On October 27, 2025, the Company entered into and closed a warrant exercise agreement (the “Warrant Exercise Agreement”) with an existing institutional investor (the “Investor”) to exercise certain outstanding warrants to purchase an aggregate of 309,167 shares of the Company’s common stock (as adjusted to reflect our 1-for-10 reverse stock split, which was effective April 30, 2026), which were originally issued to the Investor on January 15, 2025 (the “Existing Warrants”). Pursuant to the Warrant Exercise Agreement, the exercise price of the Existing Warrants was reduced from $21.50 per share to $10.20 per share. In consideration for the exercise of the Existing Warrants, subject to compliance with the beneficial ownership limitations included in the Existing Warrants, the Investor received new unregistered warrants to purchase up to an aggregate of 618,334 shares of the Company’s Common Stock (the “New Warrants”). The New Warrants have substantially the same terms, are immediately exercisable at an exercise price of $10.20 per share and will expire years from the date of issuance. The New Warrants include a beneficial ownership limitation that prevents the Investor from beneficially owning more than 4.99% of the Company’s outstanding common stock at any time. The gross proceeds to the Company under the Warrant Exercise Agreement were approximately $3.1 million, prior to deducting placement agent fees and estimated offering expenses. The Company intends to use the net proceeds for working capital and general corporate purposes, including repayment of a portion of the Company’s outstanding secured note.
On January 15, 2025, the Company entered into a warrant exercise agreement (the "January Warrant Exercise Agreement") with the Investor to exercise certain outstanding warrants to purchase an aggregate of 206,111 shares of the Company’s common stock (as adjusted to reflect our 1-for-10 reverse stock split, which was effective April 30, 2026) at an exercise price of $18.50 per share which were originally issued to the Investor on September 13, 2024 (the "Existing Warrants"). In consideration for the exercise of the Existing Warrants, subject to compliance with the beneficial ownership limitations included in the existing warrants, the Investor received new unregistered warrants which were amended and exercised in full pursuant to the Warrant Exercise Agreement which is more fully described in the preceding paragraph.. The Company realized gross proceeds under the January Warrant Exercise Agreement of approximately $3.8 million, prior to deducting placement agent fees and estimated offering expenses. Net proceeds were used for working capital and general corporate purposes, including repayment of a portion of the 2024 Note.
On September 12, 2024, the Company entered into a Warrant Exercise Agreement ("Inducement Agreement") with the Investor for the immediate exercise of certain outstanding warrants that the Company issued on October 30, 2023. Pursuant to the Inducement Agreement, the Investor agreed to exercise outstanding warrants to purchase an aggregate of 103,056 shares of the Company's common stock (as adjusted to reflect our 1-for-10 reverse stock split, which was effective April 30, 2026) at an amended exercise price of $18.50. The gross proceeds from the exercise of the warrants were approximately $1.9 million, prior to deducting placement agent fees and estimated offering expenses. In consideration for the immediate exercise of these warrants, the Company issued new unregistered warrants which were amended and exercised in full pursuant to the January Warrant Exercise Agreement which is more fully described in the preceding paragraph.
Exchange Agreements
During the three-month period ended March 31, 2025, exchange agreements in the aggregate principal and interest amount of $859,000 were exchanged for 50,462 shares of common stock as adjusted to reflect our 1-for-10 reverse stock split, which was effective April 30, 2026. (See Note 10 Note Payable).
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