SUBSEQUENT EVENTS |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | NOTE 11 - SUBSEQUENT EVENTS
Cy Biopharma Inc. Acquisition
On August 5, 2026, the Company completed the acquisition of Cy Biopharma, Inc. pursuant to an Agreement and Plan of Merger, in which Cy Biopharma became a wholly owned subsidiary of the Company. Cy Biopharma is a clinical-stage biotechnology company focused on the development of therapies for chronic pain. Its lead product candidate, for the treatment of Complex Regional Pain Syndrome (CRPS) Type 1, has received Orphan Drug Designation from the U.S. Food and Drug Administration.
The acquisition consideration consisted primarily of shares of the Company’s Series C Preferred Stock issued to the former equity holders of Cy Biopharma. Concurrent with the acquisition, the Company entered into a private placement financing for gross proceeds of approximately $21.5 million at the initial closing, with the potential for an additional financing tranche of up to approximately $38.6 million upon the achievement of specified clinical development milestones.
In connection with the acquisition, the Company entered into an agreement with 3i, LP (“3i”), an existing investor, to settle certain outstanding equity instruments held by 3i and its affiliates. Pursuant to the agreement, all outstanding shares of Series B Preferred Stock held by 3i and its affiliates were converted into shares of common stock, and all outstanding warrants held by 3i were converted into 7,183 shares of Series C Preferred Stock, with each share of Series C Preferred Stock initially convertible into shares of common stock. The Company also paid $250,000 in cash to 3i at closing. The issuance of common shares is subject to certain beneficial ownership limitations.
The Company has not completed its initial accounting for the acquisition and as such, is unable to determine the preliminary purchase price allocation or quantify the financial effects of the acquisition as of the date these financial statements were available to be issued.
Galephar Agreement
On July 1, 2026, the Company entered into an agreement with Galephar to modify the form of consideration payable related to the milestone payment earned through June 30, 2026. Under the modified arrangement, Galephar agreed to receive shares of Series C Preferred Stock in lieu of the shares of common stock issuable. Each share of the Series C Preferred Stock is convertible into shares of the Company’s common stock, subject to shareholder approval. |