Subsequent Events |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | 11. Subsequent Events
Nasdaq Compliance with Minimum Bid Price Requirement
As disclosed in “Note 7, Commitments and Contingencies,” on January 29, 2026, the Company received a staff determination from Nasdaq that the bid price of the Company’s common stock had closed below the $1.00 minimum required by Nasdaq Listing Rule 5550(a)(2) for the prior 30 consecutive trading days (the “Minimum Bid Price Requirement”). On July 21, 2026, the Company effectuated the Reverse Stock Split (as defined and described below) to, among other things, regain compliance with the Minimum Bid Price Requirement.
As of August 3, 2026, the Common Stock had closed above $1.00 per share for ten consecutive trading days. As a result, on August 4, 2026, the Company received a letter from the Nasdaq Office of General Counsel advising that the Company had regained compliance with the Minimum Bid Price Requirement, and that the Company was therefore in compliance with Nasdaq’s listing requirements.
Pre-Funded Warrant Exercise
On July 30, 2026, an investor exercised its October 2025 Pre-Funded Warrant for 9,100 shares of Common Stock. The October 2025 Pre-Funded Warrants originally had an exercise price of $0.001 per share, but after the Reverse Stock Split, the exercise price was $0.012 per share, and as a result, the Company received proceeds of $109.20 from this exercise.
Reverse Stock Split
On July 21, 2026, the Company effectuated a one-for-12 reverse stock split (the “Reverse Stock Split”) and a proportionate decrease in the number of authorized shares of Common Stock from 200,000,000 to 16,666,666 (the “Authorized Share Decrease”). Pursuant to Section 78.207 of the Nevada Revised Statutes (the “NRS”), no stockholder approval of the Reverse Stock Split or Authorized Share Decrease was required. On July 16, 2026, the Company filed a certificate of change (the “Certificate of Change”) to its articles of incorporation (as amended, the “Articles”) with the Secretary of State of Nevada in accordance with Section 78.209 of the NRS to amend the Articles to effect the Reverse Stock Split and Authorized Share Decrease, effective as of 12:01 A.M. Eastern Time on July 21, 2026.
No fractional shares of common stock were issued as a result of the Reverse Stock Split and instead each holder of common stock who was otherwise entitled to receive a fractional share as a result of the Reverse Stock Split received one whole share of common stock in lieu of such fractional share. As a result of this, 43 shares were issued on July 21, 2026. In addition, the Reverse Stock Split effected a reduction in the number of shares issuable pursuant to the Company’s equity awards, warrants and non-plan options outstanding as of the Effective Date of the Reverse Stock Split, and a corresponding increase in the respective exercise prices, conversion prices, reset prices and the like thereunder.
Executive Officer Transition
On July 2, 2026, Carson Heagen, the Company’s Chief Operating Officer, notified the board of directors of his resignation from that role, effective August 1, 2026.
On July 29, 2026, Shawna Bowin, the Company’s Chief Financial Officer, notified the board of directors of her resignation from that role. Ms. Bowin has agreed to continue serving in her current position through approximately October 31, 2026 to assist with the orderly transition of her responsibilities. The Company has commenced a search for a new Chief Financial Officer.
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