v3.26.1
Note 13 - Equity
 6 Months Ended
Jun. 30, 2026
Notes to Financial Statements  
Equity [Text Block]

NOTE 13: EQUITY 

 

a. Shares

 

On February 3, 2026, the Company filed a Prospectus Supplement to amend a registration statement with the Securities and Exchange Commission for an at-the-market ("ATM") offering program pursuant to which the Company may, from time to time, offer and sell shares of its common stock having an aggregate offering price of up to $7,434. The registration statement became effective on February 3, 2026. As of June 30, 2026, the Company had not sold any shares under the ATM program.

 

On March 8, 2026, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain accredited investors (the "Investors") for a private placement of units ("Units") at a purchase price of $1.50 per Unit. On March 12, 2026 (the "Initial Closing"), the Company issued 1,500,000 Units for aggregate gross proceeds of $2,250.

 

Each Unit consists of: (i) one share of common stock (par value $0.0001), or a pre-funded warrant to purchase one share of common stock at $0.0001 per share for investors subject to beneficial ownership limitations of 4.99% or 9.99%; (ii) one warrant to purchase one share of common stock at $1.88 per share exercisable over five years; and (iii) one warrant to purchase one share of common stock at $2.50 per share exercisable over five years.

 

The offering was conducted as a private placement under Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506(b) of Regulation D, and was structured to comply with Nasdaq Listing Rule 5635(d) without requiring stockholder approval.

 

In connection with the Purchase Agreement, each Investor entered into a Lock-Up Agreement restricting transfers of all securities issued under the Purchase Agreement for six months following the Initial Closing (through September 12, 2026), followed by a six-month graduated release of one-sixth of restricted securities per month through March 12, 2027.

 

On April 16, 2026, the Company consummated an additional closing (the "Additional Closing") under the Purchase Agreement, pursuant to which the Company issued 5,333,333 units at a purchase price of $1.50 per unit for aggregate gross proceeds of $8,000. Each unit consisted of either one share of common stock or one pre-funded warrant exercisable at $0.0001 per share, together with (i) one five-year common stock purchase warrant to purchase one share of common stock at an exercise price of $1.88 per share (the "150% Warrants") and (ii) one five-year common stock purchase warrant to purchase one share of common stock at an exercise price of $2.50 per share (the "200% Warrants"). In connection with the Additional Closing, the Company issued 762,208 shares of common stock, a pre-funded warrant to purchase 4,571,125 shares of common stock, 150% Warrants to purchase 5,333,333 shares of common stock, and 200% Warrants to purchase 5,333,333 shares of common stock, all warrants expiring April 16, 2031. The exercise of all warrants is subject to a 4.99% beneficial ownership limitation. In connection with the Additional Closing, the Company and the investor entered into an amended and restated lock-up agreement restricting transfers of the securities for a 30-day period ending May 16, 2026.

 

 

The securities described above were offered and sold in private placements in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.

 

b. Warrants

 

The following table summarizes the Company’s warrant activity for the six months ended June 30, 2026:

 

 

 

 

 

 

 

Weighted

 

 

Weighted

 

 

 

 

 

 

 

Average

 

 

Average

 

 

 

Number of

 

 

Exercise

 

 

Remaining

 

 

 

Warrants

 

 

Price

 

 

Life (Years)

 

Outstanding warrants, December 31, 2025

 

 

900,738

 

 

$

16.26

 

 

 

6.65

 

PIPE 2026 warrants

 

 

13,666,666

 

 

 

2.19

 

 

 

-

 

Exercised

 

 

-

 

 

 

-

 

 

 

-

 

Warrants Expired

 

 

-

 

 

 

-

 

 

 

-

 

Outstanding warrants, June 30, 2026

 

 

14,567,404

 

 

$

2.84

 

 

 

4.58

 

 

c. Warrants exercisable for little or no consideration  

 

Warrants exercisable for little or no consideration are fully vested warrants that allow the holders to acquire a specified number of the issuer’s shares at a nominal exercise price. The following table summarizes the Company’s penny warrant activity for the six months ended June 30, 2026: 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Average

 

 

 

Number of

 

 

Remaining

 

 

 

Warrants

 

 

Life (Years)

 

Outstanding warrants, December 31, 2025

 

 

107,591

 

 

 

-

 

Pre-Funded Warrants (Note 13.a)

 

 

5,620,159

 

 

 

4.95

 

Exercised

 

 

-

 

 

 

-

 

Expired

 

 

-

 

 

 

-

 

Outstanding warrants, June 30, 2026

 

 

5,727,750

 

 

 

4.69

 

 

d. Employees stock option plan

 

A summary of option activity under the Company’s equity incentive plan as of  June 30, 2026, and changes during the period then ended is presented below. 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

Average

 

 

 

 

 

 

 

Number of

 

 

Average

 

 

Remaining

 

 

Aggregate

 

 

 

Stock

 

 

Exercise

 

 

Contractual

 

 

Intrinsic

 

 

 

Options

 

 

Price

 

 

Term (Years)

 

 

Value

 

Outstanding Options, December 31, 2025

 

 

343,499

 

 

$

7.01

 

 

 

2.78

 

 

$

-

 

Options granted

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Options forfeited

 

 

(18,023

)

 

 

21.09

 

 

 

-

 

 

 

-

 

Outstanding Options, June 30, 2026

 

 

325,476

 

 

$

6.23

 

 

 

2.19

 

 

$

-

 

 

The share-based compensation expense related to options for the three and six months ended June 30, 2026 was $10 and $19, respectively and $(43) and $43 for three and six months ended June 30, 2025, respectively. The fair value of options granted for the six months ended June 30, 2026 and 2025, was $nil and $34, respectively. The intrinsic value of the options outstanding as of  June 30, 2026 is $nil ( December 31, 2025: $nil). 

 

A summary of the Company’s nonvested options as of  June 30, 2026, and changes during the six-month period ended, is presented below.

 

 

 

 

 

 

 

Weighted

 

 

 

Number of

 

 

Average

 

 

 

Stock

 

 

Grant-Date

 

 

 

Options

 

 

Fair Value

 

Non-Vested Options, December 31, 2025

 

 

61,058

 

 

$

4.94

 

Options granted

 

 

-

 

 

 

-

 

Options vested

 

 

(51,449

)

 

 

-

 

Options forfeited

 

 

(1,534

)

 

 

-

 

Non-Vested Options, June 30, 2026

 

 

8,075

 

 

$

3.14

 

 

As of  June 30, 2026, there was $14 of total unrecognized compensation cost related to nonvested options granted to be recognized over the next year.

 

e. Restricted share units (“RSUs”)

 

A summary of RSU activity under the Company’s equity incentive plan as of  June 30, 2026, and changes during the period ended is presented below.

 

 

 

 

 

 

 

Aggregate

 

 

 

Number of

 

 

Intrinsic

 

 

 

Stock RSUs

 

 

Value

 

Outstanding, December 31, 2025

 

 

357,870

 

 

$

315

 

RSUs granted

 

 

342,231

 

 

 

-

 

RSUs vested

 

 

(206,059

)

 

 

-

 

Outstanding, June 30, 2026

 

 

494,042

 

 

$

598

 

 

The share-based compensation expense related to RSUs for the three and six months ended June 30, 2026 was $175 and $507, respectively and $70 and $71 for the three and six months ended June 30, 2025, respectively. The fair value of RSUs granted for the six months ended June 30, 2026, and 2025, was $575 and $1,051, respectively.

 

The fair value of each RSU is estimated based on the grant-date fair value of the underlying share of common stock.

 

A summary of the Company’s nonvested RSUs as of  June 30, 2026, and changes during the three-month period ended, is presented below.

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Average

 

 

 

Number of

 

 

Grant-Date

 

 

 

Stock RSUs

 

 

Fair Value

 

Non-vested RSUs, December 31, 2025

 

 

357,870

 

 

$

3.19

 

RSUs granted

 

 

342,231

 

 

 

1.68

 

RSUs vested

 

 

(206,059

)

 

 

2.35

 

Non-vested RSUs, June 30, 2026

 

 

494,042

 

 

$

2.49

 

 

As of  June 30, 2026, there was $1,200 of total unrecognized compensation cost related to nonvested RSUs granted. That cost is expected to be recognized over a weighted average period of 2.11 years.

 

f. Deferred stock units (“DSUs”)

 

A summary of DSU activity under the Company’s equity incentive plan as of  June 30, 2026, and changes during the period ended, is presented below.

 

 

 

Number of

 

 

Aggregate

 

 

 

Deferred

 

 

Intrinsic

 

 

 

Stock Units

 

 

Value

 

Outstanding DSUs, December 31, 2025

 

 

239,084

 

 

$

152

 

DSUs granted

 

 

-

 

 

 

-

 

Outstanding DSUs, June 30, 2026

 

 

239,084

 

 

$

289

 

 

The share-based compensation expense related to DSUs for the three and six months ended June 30, 2026 was $83 and $165, respectively and $50 and $167 for the three and six months ended June 30, 2025, respectively. The fair value of DSUs granted for the six months ended June 30, 2026, and 2025, was $nil and $209, respectively.

 

The fair value of each DSU is estimated based on the grant-date fair value of the underlying share of common stock.

 

A summary of the Company’s nonvested DSUs as of  June 30, 2026, and changes during the three-month period ended, is presented below.

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Average

 

 

 

Number of

 

 

Grant-Date

 

 

 

Stock DSUs

 

 

Fair Value

 

Non-vested DSUs, December 31, 2025

 

 

172,416

 

 

$

1.92

 

DSUs granted

 

 

-

 

 

 

-

 

DSUs vested

 

 

(86,206

)

 

 

-

 

Non-vested DSUs, June 30, 2026

 

 

86,210

 

 

$

1.92

 

 

As of  June 30, 2026, there was $109 of total unrecognized compensation cost related to nonvested DSUs granted. That cost is expected to be recognized over a weighted average period of 4 months.