Stockholders’ Equity |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Equity [Abstract] | |
| Stockholders’ Equity | Note 14: Stockholders’ Equity
(a) Preferred Stock
The Company is authorized to issue shares of $ par value preferred stock with such designations, rights and preferences as may be determined by the Board. Of our authorized preferred stock, shares have been designated as Series A Junior Participating Preferred Stock and shares have been designated as Series B Convertible Preferred Stock.
Series A Junior Participating Preferred Stock
On May 10, 2023, the Company filed a Certificate of Increase in Delaware, increasing the number of preferred stock designated as Series A Junior Participating Preferred Stock to from shares. At June 30, 2026, there were no Series A Junior Participating Preferred Stock outstanding.
Series B Convertible Preferred Stock
The Company has designated shares of its preferred stock as Series B Convertible Preferred Stock (the “Preferred Stock”). Each share of Preferred Stock has a par value of $ per share and a stated value equal to $ thousand (the “Stated Value”). The shares of Preferred Stock shall initially be issued and maintained in the form of securities held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of the shares of Preferred Stock. At June 30, 2026, there were no Series B Convertible Preferred Stock outstanding.
Series G Convertible Preferred Stock
March 4, 2026, the Company filed a Certificate of Designation of Preference, Rights and Limitations of Series G Convertible Preferred Stock (the “Certificate of Designation”) with the Delaware Secretary of State creating a new series of its authorized preferred stock, par value $ per share, designated as the “Series G Convertible Preferred Stock” (the “Series G Preferred Stock”). The number of shares initially constituting the Series G Preferred Stock was set at shares.
Each share of Series G Preferred Stock will be convertible, at the option of the holder at any time, into the number of shares of the Company’s common stock, par value $ per share (the “Common Stock”) determined by dividing the $ thousand stated value per share of the Series G Preferred Stock by a conversion price initially equal to $1.00. In addition, the conversion price per share is subject to adjustment for stock dividends, distributions, subdivisions, combinations or reclassifications. Subject to limited exceptions, a holder of the Series G Preferred Stock will not have the right to convert any portion of the Series G Preferred Stock to the extent that, after giving effect to the conversion, the holder, together with its affiliates, would beneficially own in excess of % of the number of shares of Common Stock outstanding immediately after giving effect to its conversion. A holder of the Series G Preferred Stock, upon notice to the Company, may increase or decrease the beneficial ownership limitation provisions of such holder’s Series G Preferred Stock, provided that in no event shall the limitation exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to its conversion.
In the event the Company effects certain mergers, consolidations, sales of substantially all of its assets, tender or exchange offers, reclassifications or share exchanges in which the Common Stock is effectively converted into or exchanged for other securities, cash or property, the Company consummates a business combination in which another person acquires 50% of the outstanding shares of Common Stock, then, upon any subsequent conversion of the Series G Preferred Stock, the holders of the Series G Preferred Stock will have the right to receive any shares of the acquiring corporation or other consideration it would have been entitled to receive if it had been a holder of the number of shares of Common Stock then issuable upon conversion in full of the Series G Preferred Stock.
Holders of Series G Preferred Stock shall be entitled to receive dividends (on an as-if-converted-to-common stock basis) in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of Common Stock. Except as otherwise provided in the Certificate of Designation or as otherwise required by law, the Series G Preferred Stock has no voting rights. Upon the Company’s liquidation, dissolution or winding-up, whether voluntary or involuntary, holders of Series G Preferred Stock will be entitled to receive out of the assets, whether capital or surplus, of the Company the same amount that a holder of Common Stock would receive if the Series G Preferred Stock were fully converted (disregarding for such purpose any conversion limitations under the Certificate of Designation) to Common Stock, which amounts shall be paid pari passu with all holders of Common Stock. The Company is not obligated to redeem or repurchase any shares of Series G Preferred Stock. Shares of Series G Preferred Stock are not otherwise entitled to any redemption rights, or mandatory sinking fund or analogous provisions.
On March 6, 2026, the Company completed its previously announced rights offering (the “Rights Offering”) pursuant to its effective registration statement on Form S-1, as amended (Registration No. 333-292085), previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”), a prospectus and a prospectus supplement filed with the SEC. Pursuant to the Rights Offering, the Company sold an aggregate of units consisting of an aggregate of shares of Series G Preferred Stock, with each share of Series G Preferred Stock initially convertible into shares of Common Stock at a conversion price of $1.00 per share, 3,684,000 Class G Warrants, with each warrant exercisable for share of Common Stock at an exercise price of $1.00 per share and expiring five years from the date of issuance, resulting in gross proceeds to the Company of $1.8 million.
At June 30, 2026 and December 31, 2025, the Company had and shares of Series G Convertible Preferred Stock outstanding, respectively. Subsequently, on July 1, 2026, shares of the Company’s Series G Preferred stock were converted to shares of the Company’s common stock. As a result of this conversion, the Company’s outstanding shares of common stock increased by shares and Series G Preferred stock remains issued and outstanding. The conversions did not result in any cash proceeds to the Company.
(b) Common Stock and Equity Finances
The Company has authorized shares of with specific limitations and restrictions on the usage of of the authorized shares. As of June 30, 2026, and December 31, 2025, there were and shares of common stock issued and outstanding, respectively.
Employee Stock Purchase Plan (Not equity compensation)
On July 7, 2020, the Board approved a plan pursuant to which all directors, officers, and employees could purchase from the Company up to an aggregate of $500 thousand worth of shares at the market price (including subsequent plans, the “Employee Stock Purchase Plan”). Pursuant to NYSE American’s rules, this plan was effective for a sixty-day period commencing upon the date that the NYSE American approved the Company’s Supplemental Listing Application (“SLAP”). The Company created successive new plans following the expiration of the July 7, 2020 plan. Recently, the procedure for purchases under the plan changed. Under the amended rules officers and employees must file a SLAP and the NYSE American must accept the SLAP prior to the purchase of Company stock.
Equity Distribution Agreement
On April 19, 2023, the Company entered into an Equity Distribution Agreement (the “EDA”), with Maxim, pursuant to which it may sell from time to time, shares of its common stock having an aggregate offering price of up to $8.5 million through Maxim, as agent. The amount was subsequently reduced from $8.5 million to $3.1 million. Sales under the EDA were registered under the S-3 Shelf Registration Statement. Under the terms of the EDA, Maxim is entitled to a transaction fee at a fixed rate of 3.0% of the gross sales price of shares sold under the EDA.
On April 1, 2025, the Company entered into a new EDA, with Maxim (the “Sales Agreement”) pursuant to which it may issue and sell up to an aggregate of $3 million of the Company’s common stock from time to time through Maxim acting as agent. Under the terms of the Sales Agreement in no event will the Company, inter alia, issue or sell through the sales agreement such number or dollar amount of shares of common stock that would exceed the number or dollar amount of shares of common stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable). For the year ended December 31, 2025, the Company sold shares under the new EDA for total gross proceeds of $225 thousand, which includes a 3.0% fee to Maxim of $7 thousand.
On April 10, 2026, the Company entered into Amendment No. 1 to that certain Equity Distribution Agreement dated April 1, 2025 with Maxim Group LLC to act as the Company’s exclusive sales agent with respect to the issuance and sale of up to $3,000,000 of the Company’s shares of common stock, par value $ per share, from time to time, in an at-the-market public offering. The Amendment removes the limitation of the amount of Shares to be sold under the Sales Agreement. For the three months ended June 30, 2026, the Company sold shares under the EDA for total gross proceeds of approximately $558 thousand, which includes a 3.0% fee to Maxim of approximately $17 thousand related to this agreement. For the six months ended June 30, 2026, the Company sold shares under the EDA for total gross proceeds of approximately $2.6 million, which includes a 3.0% fee to Maxim of approximately $78 thousand related to this agreement.
Subsequently, on July 31, 2026, the Company provided notice to the Sales Agent for the mutual termination of the Agreement, effective August 15, 2026. The Company will not incur any termination penalties as a result of the termination of the Agreement.
Following such termination, the Company may not offer or sell any additional shares of its common stock under the Agreement or the related prospectus and prospectus supplement. From April 1, 2025 to July 31, 2026, the Company sold shares of common stock for aggregate gross proceeds of approximately $2.8 million pursuant to the Agreement. The Company does not intend to issue or sell any additional shares of common stock under the Agreement prior to its termination.
Equity Purchase Agreement
On March 28, 2024, the Company entered into a purchase agreement and a registration rights agreement with Atlas Sciences, LLC (“Atlas”), pursuant to which Atlas committed to purchase up to $15 million of common stock of the Company for a period of 24 months from the date of the purchase agreement. No assurance can be given as to the actual amount that will be raised pursuant to the purchase agreement.
Under the terms of the purchase agreement, the Company, at its sole discretion, shall have the right to issue Put shares to the Investor at 95% of the Market Price of the shares on the day of trade. Sales under the purchase agreement are limited to a daily maximum of the lessor of: $500 thousand, the Median Daily Trading volume, and a beneficial ownership limitation of 4.99% and a maximum of 19.99% of the outstanding shares at the time of the purchase agreement. In April 2024, the Company filed a registration statement with the SEC on Form S-1 registering a total of shares for resale pursuant to the Atlas Agreements, consisting of shares that can be sold by the Company to Atlas and shares that were issued to Atlas as Commitment Shares. The registration statement was declared effective on May 1, 2024. At December 31, 2024, a total of shares were issued pursuant to the purchase agreement for a total of $128 thousand after clearing costs. At December 31, 2025, a total of shares were issued pursuant to the purchase agreement for a total of $398 thousand after clearing costs. There were no shares issued subsequent to December 31, 2025. As of February 2026, the purchase agreement is no longer active.
May 2024 Securities Purchase Agreement
On May 31, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) to complete an offering (the “Transactions”) with a single accredited investor (the “Purchaser”), pursuant to which, on June 3, 2024, the Company issued to the Purchaser, (i) in a registered direct offering, shares of the Company’s common stock (the “Shares”) and (ii) in a concurrent private placement, the Company issued to the Purchaser Class A common warrants to purchase an aggregate of up to 56,410 shares of its common stock (the “A Warrants”) at an exercise price of $36.30 per share and Class B common warrants to purchase an aggregate of up to 56,410 shares of its common stock (the “B Warrants” and, along with the A Warrants, the “Common Warrants”) at an exercise price of $36.30 per share. The A Warrants and B Warrants are not exercisable for six months after the issuance date and expire, respectively, five years and six months and twenty-four months after the issuance date. The Common Warrants and the shares of common stock are issuable upon the exercise of such warrants are offered pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder.
The Shares were offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-262280), which was declared effective on February 4, 2022.
Pursuant to the terms of the Purchase Agreement, subject to certain exceptions, the Company could not issue any equity securities for 60 days following the issuance date, provided that the Company was able to utilize its at-the-market offering program with Maxim Group LLC (the “Placement Agent”) after 30 days. Additionally, the Company cannot enter into a variable rate transaction (other than the ATM program with the Placement Agent) for 120 days after the issuance date. In addition, the Company’s executive officers and each of the Company’s directors have entered into lock-up agreements with the Company pursuant to which each of them has agreed not to, for a period of 90 days from the closing of the Transactions, offer, sell, transfer or otherwise dispose of the Company’s securities, subject to certain exceptions.
The exercise price of the Common Warrants, and the number of Common Warrant Shares, are subject to adjustment in the event of any stock dividend or split, reverse stock split, recapitalization, reorganization or similar transaction, as described in the Common Warrants. If a Fundamental Transaction (as defined in the Common Warrants) occurs, then the successor entity will succeed to, and be substituted for the Company, and may exercise every right and power that the Company may exercise and will assume all of its obligations under the Common Warrants with the same effect as if such successor entity had been named in the warrant itself. Common Warrant Holders will have additional rights defined in the Common Warrants. The Common Warrants are exercisable on a “cashless” basis only if there is not a current registration statement permitting public resale. In this regard, the Company filed a registration statement to register the resale of the Common Warrant Shares providing for the resale of the Shares issued and issuable upon exercise of the Common Warrants. That registration statement was declared effective by the SEC on July 11, 2024. The Company has agreed to use commercially reasonable efforts to cause such registration statement to keep such registration statement effective at all times until no Purchaser owns any Warrants or Warrant Shares issuable upon exercise thereof.
Maxim Group LLC acted as the placement agent on a “commercially reasonable best efforts” basis, in connection with the Transactions pursuant to the Placement Agency Agreement, dated May 31, 2024 (the “Placement Agency Agreement”), by and between the Company and the Placement Agent. Pursuant to the Placement Agency Agreement, the Placement Agent was paid a cash fee of 8% of the aggregate gross proceeds paid to the Company for the securities sold in the Transactions and reimbursement of certain out-of-pocket expenses.
The Company evaluated the Common Warrants under the guidance of ASC 480 – Distinguishing Liabilities from Equity and determined that they were in scope under the guidance as freestanding financial instruments but did not meet the criteria for liability classification and are classified as equity within the consolidated financial statements. Proceeds allocated to such warrants totaled $2.5 million. For the three and six months ended June 30, 2026, Class A Warrants and Class B Warrants were exercised at $0.48 per share (See May 2026 Class H Inducement Transaction). There were no Class A or Class B Warrants outstanding at June 30, 2026, related to this agreement.
September 2024 Securities Purchase Agreement
On September 30, 2024, the Company entered into a Purchase Agreement with the Purchaser in the May 2024 Securities Purchase Agreement as Purchaser, pursuant to which the Company issued to the Purchaser, (i) in a registered direct offering, shares of its common stock (“Shares”) and (ii) in the concurrent Private Placement, Class C and Class D Warrants, each to purchase an aggregate of up to 46,530 Shares (the “Common Warrant Shares”) each with an exercise price of $28.00. The Class C and Class D Warrants together, hereinafter the “Common Warrants”. The purchase price for Shares in the registered direct offering was $ per Share.
The Company received aggregate gross proceeds from the Transactions of $1.3 million, before deducting fees to the Placement Agent and other estimated offering expenses payable by it. The Shares were offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-262280), which was declared effective on February 4, 2022. The Common Warrants and the Common Warrant Shares issued in the Private Placement were not registered under the Securities Act. Rather the Common Warrants and the Common Warrant Shares were issued pursuant to the exemption from registration provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder. The Class C Warrants and the Class D Warrants were not exercisable until December 3, 2024, and will expire, respectively, twenty-four months and five years and six months after that date.
The Company evaluated the Common Warrants under the guidance of ASC 480 – Distinguishing Liabilities from Equity and determined that they were in scope under the guidance as freestanding financial instruments but did not meet the criteria for liability classification and are classified as equity within the consolidated financial statements. Proceeds allocated to such warrants totaled $2.5 million. For the three and six months ended June 30, 2026, Class C Warrants and Class D Warrants were exercised at $0.48 per share (See May 2026 Class H Inducement Transaction). There were no Class C or Class D Warrants outstanding at June 30, 2026, related to this agreement.
July 2025 Public Offering
On July 30, 2025, the Company announced closing a public offering of an aggregate of 2,000,000 shares of its common stock (or pre-funded warrants in lieu thereof), Class E Warrants to purchase up to 2,000,000 shares of common stock, and Class F Warrants to purchase up to 2,000,000 shares of common stock, at a combined public offering price of $ per share (or $ per pre-funded warrant) and accompanying warrants. The warrants had an exercise price of $4.00 per share and were exercisable immediately upon issuance. The Class E Warrants will expire on the fifth anniversary of the original issuance date, and the Class F Warrants will expire on the eighteen-month anniversary of the original issuance date. Gross proceeds, before deducting placement agent fees and offering expenses, were $8 million. Maxim Group LLC acted as sole placement agent in connection with this offering.
Based on a review of the Class E and F Warrants, it was determined that the warrants met the liability criteria which resulted in Class E & F warrants to be treated as liability under ASC 815 – Derivatives and Hedging. Accordingly, as the warrants might require the Company to issue additional stock under certain circumstances, a loss was recognized and the resulting computed value was classified as a liability on the Company’s balance sheet at December 31, 2025.
On December 30, 2025, the Company declared a stock dividend of one share of common stock for every 1,000 shares of outstanding common stock as well as one share of common stock for every outstanding option or warrant that has a right to receive stock dividends (“Alternate Securities”). On January 13, 2026, the Company distributed a dividend of one share of its common stock for every 1,000 shares of common stock issued and outstanding as of January 9, 2026 as well as one share of common stock for every outstanding option or warrant that has a right to receive stock dividends (the “Dividend”). The issuance of the Dividend was a Share Combination Event under Section 3(g) of the Class E & F Common Stock Purchase Warrants. As a result, the number of outstanding warrants of Class E & F Common Stock Purchase Warrants both have increased to 5,561,125 and the exercise price reduced to $1.439 per share of common stock. Due to the Share Combination Event trigger of the Class E & F Common Stock Purchase Warrants, reevaluation of the classification resulted in the reclassification of the warrants from liability to equity. The Company recognized a loss on change of warrant liabilities of $468 thousand in the statements of operations for the six months ended June 30, 2026, and reclassified the Class E & F Common Stock Purchase Warrants from liability to equity. This reclassification totaling $8.7 million is reflected in the Balance Sheet at June 30, 2026.
For the three months ended June 30, 2026, Class E Warrants and Class F Warrants were exercised at $0.48 per share (See May 2026 Class H Inducement Transaction). For the six months ended June 30, 2026, Class E Warrants and Class F Warrants exercised. At June 30, 2026 there were 1,515,564 Class E Warrants and 1,077,625 Class F Warrants outstanding at an exercise price of $1.439 related to this agreement.
March 2026 Rights Offering
On March 6, 2026, the Company completed a rights offering to its stockholders and to holders of certain of its outstanding options and warrants that had the right to participate in the 2026 Rights Offering, as of February 10, 2026, the record date. In the Rights Offering the Company issued non-transferable subscription rights to purchase Units. Each Unit consists of one share of Series G Convertible Preferred Stock (the “G Preferred”) and 2,000 warrants to purchase common stock (the “G Warrants”). Each share of G Preferred is convertible, at the option of the holder at any time, into a number of shares of common stock equal to the quotient of the stated value of the Preferred Stock ($ thousand) divided by $1.00, the conversion price. Each G Warrant is exercisable for share of common stock at an exercise price of $1.00 per share from March 6, 2026, the date of issuance, through its expiration five years from the date of issuance. Maxim Group LLC acted as the Company’s dealer-manager. The 2026 Rights Offering raised $1.8 million in gross proceeds.
For the three months ended June 30, 2026, shares of the Series G Preferred had been converted for shares of common stock and no Class G Warrants were exercised. For the six months ended June 30, 2026, shares of the Series G Preferred had been converted for shares of common stock, and Class G Warrants had been exercised. Subsequent to June 30, 2026, shares of the G Preferred had been converted to shares of common stock. At June 30, 2026, 3,374,000 Class G Warrants and 529 Series G Preferred were outstanding.
May 2026 Class H Inducement Transaction
On May 7-8, 2026, the Company entered into inducement letter agreements with eight existing warrant holders pursuant to which such holders agreed to immediately exercise an aggregate of 7,451,920 previously outstanding Class A through Class F Warrants at an exercise price of $0.48 per share, generating gross proceeds to the Company of approximately $3.6 million. In connection with the inducement, the Company reduced the exercise price of the outstanding Class A through Class F Warrants to $0.48 per share. In consideration for the immediate exercises, the Company issued to such holders an aggregate of 14,903,840 new Class H Common Stock Purchase Warrants with an exercise price of $0.60 per share and a five-year term commencing on the Stockholder Approval Date. In connection with the inducement transaction, the Company also issued 447,116 Placement Agent Warrants to Ladenburg Thalmann & Co., Inc. with an exercise price of $0.60 per share and a five-year term commencing on the issue date, issued pursuant to the Investment Banking Agreement dated April 9, 2026. The Class H Warrants and Class H Placement Agent Warrants are equity-classified. The Class H Warrants are not exercisable until the Company obtains stockholder approval (See Note 17: Subsequent Events) and include a beneficial ownership limitation of %, or 9.99% upon election, customary anti-dilution adjustments, cashless exercise rights if there is no effective registration statement or available prospectus for resale of the underlying shares, and fundamental transaction provisions.
The Company evaluated the temporary reduction in the exercise price of the Class A through Class F Warrants as a modification of freestanding equity-classified written call options. The incremental fair value effect of the modification was approximately $8,235 based on a class-by-class analysis and was attributable to the Class A and Class C Warrants. The aggregate fair value of the new Class H Warrants issued to the exercising holders was approximately $6.6 million. Accordingly, the aggregate value transferred to the exercising warrant holders was approximately $6.6 million.
The Company also incurred approximately $561 thousand of placement-agent costs in connection with the transaction, consisting of approximately $363 thousand of cash placement-agent fees and approximately $198 thousand representing the fair value of the Class H Placement Agent Warrants. Total holder-side consideration and placement-agent costs associated with the transaction were therefore approximately $7.2 million.
The transaction generated gross exercise proceeds of approximately $3.6 million. The Company recognized equity issuance costs equal to the gross proceeds of the transaction, consisting of approximately $561 thouand of placement-agent costs and approximately $3.0 million of holder-side inducement consideration. The remaining approximately $3.6 million of value transferred to the exercising warrant holders exceeded the proceeds available to absorb the transaction costs and was recognized as a deemed dividend. Because the Company had an accumulated deficit, the deemed dividend was recorded as a reduction of additional paid-in capital.
The deemed dividend did not affect the Company’s net loss or total stockholders’ equity but was deducted in determining net loss available to common stockholders for purposes of calculating basic earnings per share. The noncash entries associated with the Class H Warrants, the Existing Warrant modification, and the Class H Placement Agent Warrants also had no net effect on total stockholders’ equity. After payment of the cash placement-agent costs, the transaction increased total stockholders’ equity by approximately $3.2 million, representing the net cash proceeds received.
At June 30, 2026 447,116 Placement Agent Warrants and 14,903,840 Class H warrants were outstanding.
May 2026 Class I Offering
On May 21, 2026, the Company closed a registered direct offering (the ‘May 2026 Class I Offering’) of
registered shares of common stock and Class I Common Stock Purchase Warrants to purchase up to 15,038,702 shares of common stock at an exercise price of $0.325 per share, exercisable for a five-year period commencing on the Stockholder Approval Date.
The combined offering price was $ per share of common stock and accompanying Class I Warrants. Although the Class I Securities Purchase Agreement permitted each Purchaser to elect Pre-Funded Warrants in lieu of common stock, no Purchaser elected to receive Pre-Funded Warrants at closing, and consequently no May 2026 Pre-Funded Warrants were issued. Gross proceeds to the Company totaled approximately $2.4 million.
Ladenburg Thalmann & Co., Inc. acted as the placement agent for the May 2026 Class I Offering and received an 8.0% cash commission of approximately $196 thousand, a 0.75% management fee of approximately $18 thousand, reimbursement of expenses of $100 thousand, and 451,161 Placement Agent Warrants exercisable at approximately $0.41 per share (125% of the offering price) for a five-year period from the effective date of the Registration Statement. The Class I Warrants and Class I Placement Agent Warrants are all classified within stockholders’ equity. The Company applied the relative fair value method per ASC 470-20-25-2 to allocate the gross proceeds between the common stock and the Class I Warrants, resulting in allocations of approximately $939 thousand to common stock and $1.5 million to Class I Warrants. The Class I Warrants will become exercisable only upon receipt of stockholder approval, which the Company is required to seek at a stockholder meeting to be held no later than July 21, 2026. (See Note 17: Subsequent Events)
At June 30, 2026 there were 451,161 Placement Agent Warrants and 15,038,702 Class I Warrants outstanding.
June 2026 Class J Offering
On June 10, 2026, the Company closed a registered direct offering and concurrent private placement (the “June 2026 Class J Offering”) of registered shares of common stock, unregistered shares of common stock, Pre-Funded Warrants to purchase up to 1,782,616 shares of common stock at a nominal exercise price of $0.001 per share (fully pre-funded at closing), and Class J Common Stock Purchase Warrants to purchase up to 10,216,476 shares of common stock at an exercise price of approximately $0.52 per share, exercisable for a five-year period commencing on the Stockholder Approval Date.
The combined offering price was approximately $ per share and accompanying warrant. Gross proceeds to the Company totaled approximately $2.6 million.
Ladenburg Thalmann & Co., Inc. acted as the placement agent for the June 2026 Class J Offering and received an 8.0% cash commission of approximately $212 thousand, a 0.75% management fee of approximately $20 thousand, reimbursement of expenses of $100 thousand, and 306,494 Placement Agent Warrants exercisable at approximately $0.65 per share with a five-year term. The Class J Warrants, June 2026 Pre-Funded Warrants, and Class J Placement Agent Warrants are all classified within stockholders’ equity. The Company applied the relative fair value method per ASC 470-20-25-2 to allocate the gross proceeds among the common stock, Pre-Funded Warrants, and Class J Warrants. The Class J Warrants will become exercisable only upon receipt of stockholder approval, which the Company is required to seek at a stockholder meeting to be held no later than July 21, 2026 (concurrent with the Class I and Class H Warrants). (See Note 17: Subsequent Events)
For the three months ended June 30, 2026, prefunded warrants were exercised for shares of common stock. At June 30, 2026, 481,788 Pre-Funded Warrants, 306,494 Placement Agent Warrants and 10,216,476 Class J Warrants were outstanding.
Subsequently, on August 4, 2026, a holder exercised pre-funded warrants to purchase 481,788 shares of common stock upon exercise of the pre-funded warrants and received nominal cash proceeds from the exercise.
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