Stockholder’s Equity |
6 Months Ended |
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Jun. 30, 2026 | |
| Equity [Abstract] | |
| Stockholder’s Equity | Note 11 – Stockholder’s Equity
Public Offering
On March 26, 2026, the Company entered into a placement agency with Dominari Securities LLC, pursuant to which we sold directly to investors, in a best efforts offering, an aggregate of (i) 4,510,000 shares of common stock at $2.00 per share and (ii) pre-funded warrants to purchase up to an aggregate of 5,575,000 shares of common stock at $1.99 per pre-funded warrant. The securities were offered and sold by the Company pursuant to our effective registration statement on Form S-3 (File No. 333-286951). The closing of the offering occurred on March 31, 2026 and the gross proceeds from the offering were approximately $20.2 million, before deducting placement agent fees and expenses and estimated offering expenses totaling $2,270,300. The funds associated with the warrants were received in full as of April 2, 2026.
As of June 30, 2026 prefunded warrants to purchase 5,075,000 shares of common stock remained outstanding. The prefunded warrants are exercisable at $0.01 per share, are subject to beneficial ownership limitations, and are classified as equity.
Issuance of December 15, 2025 Series A Preferred Dividends
In January 2026, the Company issued an aggregate of approximately shares of Series A Preferred Stock in satisfaction of the December 15, 2025 quarterly dividend that had been declared but had not yet been issued due to administrative processing delays.
March 16, 2026 Series A Preferred Dividends
On March 16, 2026, the Company declared and issued an aggregate of approximately shares of Series A Preferred Stock as quarterly dividends due under the Series A Preferred Certificate of Designation.
June 16, 2026 Series A Preferred Dividends
On June 16, 2026, the Company declared an aggregate of approximately shares of Series A Preferred Stock as quarterly dividends due under the Series A Preferred Certificate of Designation. The shares were not issued as of June 30, 2026 and a liability has been recorded in accounts payable and accrued expenses.
Second Amended and Restated Certificate of Designation – Series A Preferred Convertible Voting Stock
On March 27, 2026, the Company filed with the Secretary of State of the State of Nevada the Second Amended and Restated Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series A Preferred Convertible Voting Stock (the “Second A&R COD”), which had been approved by the Board of Directors and the holders of the Series A Preferred Convertible Voting Stock. The Second A&R COD continues to authorize shares of Series A Preferred Convertible Voting Stock, par value $ per share, with a stated value of $45.00 per share.
Holders of Series A Preferred Convertible Voting Stock are entitled to non-cumulative quarterly dividends, when, as and if declared by the Board of Directors out of funds lawfully available, in an amount equal to $ per share per quarter ($ per share on an annualized basis), payable on each of March 15, June 15, September 15 and December 15. Dividends may be paid in cash or, at the Company’s election, in additional shares of Series A Preferred Convertible Voting Stock valued at the $ per share Purchase Price; provided that, if the closing price of the Common Stock on the trading day prior to the applicable payment date is below the Reference Rate (as defined below) then in effect, dividend shares will be valued at the Purchase Price multiplied by VWAP divided by the Reference Rate.
Each share of Series A Preferred Convertible Voting Stock is convertible at the option of the holder into shares of Common Stock at a reference rate of $ per share of Common Stock (the “Reference Rate”), subject to adjustment for stock splits, stock dividends, business combinations and similar recapitalizations and to the anti-dilution provisions described below. Conversions are subject to a 4.99% beneficial ownership limitation, which may be waived by the holder upon 61 days’ advance notice, and a 9.99% beneficial ownership limitation that may not be waived.
In the event the Company issues additional securities at a per-share purchase price less than the then-effective Reference Rate (a “Dilutive Financing”), the Conversion Rate is adjusted by (i) multiplying the lowest per-share price paid in the Dilutive Financing by 0.8 to derive the Discount Rate, (ii) dividing the Reference Rate by the Discount Rate to derive the Adjustment Factor and (iii) multiplying the then-effective Conversion Rate by the Adjustment Factor; the Reference Rate is then reset to equal the Discount Rate. The anti-dilution provisions are inoperable when all of the following conditions are met: (a) the Company has closed on an offering of at least $5 million, net of fees, at a minimum of $ per share; (b) the Securities and Exchange Commission has declared effective a registration statement registering for resale the Common Stock issuable upon conversion of the Series A Preferred Convertible Voting Stock; (c) the Common Stock is listed on the NYSE or NASDAQ; and (d) the Common Stock has had a closing price of $ or more for 20 consecutive Trading Days. The anti-dilution provisions do not apply to issuances of securities upon conversion of the Series A Preferred Convertible Voting Stock or as dividends thereon, conversion of preexisting convertible securities, or stock splits, stock dividends, or other subdivisions of Common Stock.
The Series A Preferred Convertible Voting Stock votes together with the Common Stock on an as-converted basis, with each holder limited to a maximum of 9.99% of the total votes entitled to be cast, except as required by law. Upon a liquidation, dissolution or winding up of the Company, holders of Series A Preferred Convertible Voting Stock are entitled to receive, prior to any distribution to holders of Common Stock or other junior securities, an amount in cash equal to $45.00 per share plus any accrued and declared but unpaid dividends, and thereafter participate pari passu with the holders of Common Stock on an as-converted basis.
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