Note 8 - Stockholders' Equity |
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Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Equity [Text Block] |
(8) Stockholders’ Equity
Preferred Stock
The Company has issued 280,898 shares of Series D convertible preferred stock (“Series D Preferred Shares”), all of which were issued and outstanding as of March 31, 2026. Series D Preferred Shares are convertible to common stock on a one-for-thirty basis, representing approximately 9,363 shares of common stock upon conversion. Series D Preferred Shares are not callable by the Company. The holder of the preferred stock is entitled to receive, and we shall pay, dividends on shares equal to and in the same form as dividends actually paid on shares of common stock when, and if, such dividends are paid on shares of common stock. No other dividends are paid on the preferred shares. Preferred shares have no voting rights. Upon liquidation, dissolution, or winding-up of the Company, whether voluntary or involuntary, the preferred shares have preference over common stock. The holder of Series D Preferred Shares has the option to convert said shares to common stock at the holder’s discretion.
Common Stock
The Company has issued 1,769,269 shares of common stock and has outstanding shares of common stock of 1,758,953 as of March 31, 2026. Treasury shares of 10,316 are the difference between issued and outstanding shares.
We did issue common stock during the three months ended March 31, 2026.
Rights Plan
On December 21, 2022, the Company’s Board of Directors adopted a limited duration stockholder rights plan (the “Rights Plan”) expiring December 20, 2023 and declared a dividend of one preferred share purchase right for each outstanding share of common stock to stockholders of record on January 5, 2023 to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.001 per share, of the Company for an exercise price of $58.00 once the rights become exercisable, subject to the terms of and adjustment as provided in the related rights agreement.
On December 18, 2023, the Company entered into Amendment No. 1 to Rights Agreement between the Company and Equiniti Trust Company, as Rights Agent (the "Amendment"), which extended the Final Expiration Date (as defined in the Rights Plan) to December 20, 2024. On December 12, 2024, the Company entered into Amendment No. 2 to the Rights Agreement between the Company and the Rights Agent, which extends the Final Expiration Date to December 20, 2025, unless the Final Expiration Date is further extended by the Company or the rights subject to the Rights Plan are earlier redeemed or exchanged by the Company in accordance with the terms of the Rights Plan. On December 12, 2025, the Company entered into Amendment No. 3 to the Rights Agreement with the Rights Agent, which extends the Final Expiration Date to December 20, 2026, unless the Final Expiration Date is further extended by the Company in accordance with the terms of the Rights Plan. All other terms and conditions of the Rights Plan remain unchanged.
Warrants
A summary of the common stock warrant activity for the nine months ended March 31, 2026, is presented below:
Shelf Registration Statement
On January 28, 2026, the Company filed a Registration Statement on Form S-3 (Registration No. 333-293023) (the “Shelf Registration Statement”), declared effective on January 30, 2026 by the SEC, which includes a base prospectus that allows the Company to offer and sell, from time to time, in one or more offerings, common stock, preferred stock, debt securities, warrants, rights or units up to an aggregate public offering price of $30 million. As described in the Shelf Registration Statement, pursuant to General Instruction I.B.6 of Form S-3, in no event will the Company sell securities registered on the Shelf Registration Statement, in a public primary offering with a value exceeding more than one-third of the Company’s public float in any 12-month period so long as the Company’s public float remains below $75 million (the “Baby Shelf Limitation”). As of the date of the Shelf Registration Statement and after giving effect to the Baby Shelf limitation and the public float of the Company’s common stock, the Company may offer and sell shares of its common stock having an aggregate offering price of up to approximately $1,974,354. The Shelf Registration Statement is intended to preserve the Company’s flexibility to raise capital from time to time, if and when needed.
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