Subsequent Events |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS
Sale of Common Stock and Warrants
July 2026 Private Placement
On July 9, 2026, the Company entered into securities purchase agreements (the “July 2026 Purchase Agreements”) with certain institutional investors (the “July 2026 Purchasers”) for the issuance and sale in a private placement (the “July 2026 Offering”) of (i) 124,000 shares (the “July 2026 Shares”) of the Company’s Common Stock at a purchase price of $6.452 per Share; (ii) pre-funded warrants (the “July 2026 Pre-Funded Warrants”) to purchase up to an aggregate of 495,965 shares of Common Stock (the “July 2026 Pre-Funded Warrant Shares”) at a purchase price of $6.4519 per Pre-Funded Warrant; (iii) Series A-3 warrants to purchase up to 619,965 shares of Common Stock (the “July 2026 Series A-3 Warrants,” and the shares issuable upon exercise thereof, the “July 2026 Series A-3 Warrant Shares”); and (iv) Series A-4 warrants to purchase up to 619,965 shares of Common Stock (the “July 2026 Series A-4 Warrants,” together with the July 2026 Series A-3 Warrants, the “July 2026 Warrants,” and the shares issuable upon exercise thereof, the “July 2026 Series A-4 Warrant Shares,” together with the July 2026 Series A-3 Warrant Shares, the “July 2026 Warrant Shares”). The July 2026 Shares, the July 2026 Pre-Funded Warrants, the July 2026 Pre-Funded Warrant Shares, the July 2026 Warrants and the July 2026 Warrant Shares are collectively referred to herein as the “July 2026 Securities.”
Each July 2026 Warrant has an exercise price of $6.21 per share. The July 2026 Warrants are exercisable immediately upon issuance. The July 2026 Series A-3 Warrants will expire five (5) years after the effective date of the July 2026 Resale Registration Statement (as defined below). The July 2026 Series A-4 Warrants will expire eighteen (18) months after the effective date of the July 2026 Resale Registration Statement. A holder may not exercise any portion of the July 2026 Warrants to the extent the holder would own more than 4.99% or 9.99% of the outstanding Common Stock immediately after exercise. A holder may increase or decrease this percentage with respect to either the July 2026 Series A-3 Warrants or the July 2026 Series A-4 Warrants to a percentage not in excess of 9.99%, except that any such increase shall require at least 61 days’ prior notice to the Company.
The July 2026 Pre-Funded Warrants are immediately exercisable and may be exercised at a nominal exercise price of $0.0001 per share of Common Stock at any time until all of the July 2026 Pre-Funded Warrants are exercised in full. A holder may not exercise any portion of the July 2026 Pre-Funded Warrants to the extent the holder would own more than 9.99% of the outstanding Common Stock immediately after exercise. A holder may increase or decrease this percentage with respect to July 2026 Pre-Funded Warrants to a percentage not in excess of 9.99%, except that any such increase shall require at least 61 days’ prior notice to the Company.
As compensation to the Placement Agent as the exclusive placement agent in connection with the July 2026 Offering, the Company paid the Placement Agent a cash fee of 7.5% of the aggregate gross proceeds raised in the July 2026 Offering, or $300,001, plus a management fee equal to 1.0% of the gross proceeds raised in the July 2026 Offering, or $40,000, and an aggregate of $75,000 for reimbursement of certain expenses and legal fees. The Company also paid an escrow fee of $7,600 to Continental Stock Transfer & Trust Company, as escrow agent. These fees and expenses were considered as offering costs directly related to the July 2026 Offering and were recorded as a reduction to additional paid-in capital. The Company also issued warrants to designees of the Placement Agent (the “July 2026 Placement Agent Warrants”) to purchase up to 7.5% of the aggregate number of shares of Common Stock placed in the July 2026 Offering, equating to 46,497 shares of Common Stock (the “July 2026 Placement Agent Warrant Shares”). The July 2026 Placement Agent Warrants have substantially the same terms as the July 2026 Series A-3 Warrants, except that the July 2026 Placement Agent Warrants have an exercise price equal to $8.065 per share.
The July 2026 Purchase Agreements contained customary representations and warranties and agreements of the Company and the July 2026 Purchasers and customary indemnification rights and obligations of the parties.
Pursuant to the terms of the July 2026 Purchase Agreements, the Company has agreed, from the date of the Purchase Agreements until sixty (60) days following the Effective Date (as defined in the July 2026 Purchase Agreements), subject to certain exceptions, not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents (as defined in the July 2026 Purchase Agreements), or file any registration statement. In addition, from the date of the July 2026 Purchase Agreements until the six (6) month anniversary of the Effective Date, the Company is prohibited from effecting or entering into an agreement to effect any issuance of Common Stock or Common Stock Equivalents involving a Variable Rate Transaction (as defined in the July 2026 Purchase Agreements), subject to certain exceptions.
In connection with the July 2026 Offering, the Company entered into a registration rights agreement, dated as of July 9, 2026, with the July 2026 Purchasers, pursuant to which the Company agreed to prepare and file a registration statement (the “July 2026 Resale Registration Statement”) with the Securities and Exchange Commission registering the resale of the July 2026 Shares and the shares of Common Stock underlying the July 2026 Pre-Funded Warrants and the July 2026 Warrants no later than 15 days after the date of the registration rights agreement, and to use best efforts to have the July 2026 Resale Registration Statement declared effective as promptly as practical thereafter, and in any event no later than 30 days following the date of the registration rights agreement (or 60 days following such date in the event of a “full review” by the Securities and Exchange Commission). This registration statement was filed on July 24, 2026.
The July 2026 Securities, the July 2026 Placement Agent Warrants and the July 2026 Placement Agent Warrant Shares were not registered under the Securities Act, or any state securities laws, and were issued in reliance on the exemptions from registration provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.
The closing of the sales of these securities under the July 2026 Purchase Agreements took place on July 10, 2026. The purchase price for each July 2026 Share was $6.452 for aggregate gross proceeds of $800,048, and the purchase price for the July 2026 Pre-Funded Warrants was $6.4519 for each Pre-Funded Warrant for aggregate gross proceeds of $3,199,946 (which includes prepayment of $29 for the aggregate exercise price of 289,310 of the 495,965 July 2026 Pre-Funded Warrants sold). In connection with this Offering, the Company raised aggregate gross proceeds of $3,999,994, of which $3,199,946 was attributable to the pre-funded warrants. The Company received net proceeds of $3,527,392, net of Placement Agent fees and offering costs of $415,002, legal fees of $50,000, and escrow fees of $7,600. The Company is using the net proceeds from the July 2026 Offering for working capital and general corporate purposes.
The July 2026 Pre-Funded Warrants, the July 2026 Series A-3 Warrants and the July 2026 Series A-4 Warrants are not and will not be listed for trading on any national securities exchange or other nationally recognized trading system.
From August 7, 2026 to August 12, 2026, the July 2026 Purchasers exercised the 341,655 July 2026 Pre-Funded Warrants and received 341,655 shares of Common Stock for cash proceeds of $21 and $13 was applied against the prepayment of aggregate exercise price as discussed above.
Stock Repurchase Plan
On July 24, 2026, pursuant to the stock repurchase program approved on February 20, 2026, authorizing the purchase of up to $1 million of the Company’s issued and outstanding common stock (see Note 6), the Company repurchased and cancelled 6,015 shares of the Company’s common stock for an average price of $4.52 per share or approximately $27,000. |