Note 7 - Series A Redeemable Convertible Preferred Stock	6 Months Ended
Jun. 30, 2026
Notes to Financial Statements
Preferred Stock [Text Block]	NOTE 7: SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK Dividend Rights The Series A Redeemable Convertible Preferred Stock (“Series A Preferred”) ranks senior to the Company’s common stock with respect to dividend rights and rights upon liquidation. Each share has a liquidation preference equal to $1,000 per share plus accrued and unpaid dividends. The liquidation preference of the Series A Preferred totaled $31,025 as of June 30, 2026. The Series A Preferred bears cumulative dividends at a rate of 5.25% per annum on the stated value. Dividends accrue daily and compound quarterly beginning on November 6, 2025, and accrue for a five-year period (the “Guaranteed Term”). Dividends are not payable in cash during the Guaranteed Term, except at the Company’s option. Upon certain events occurring during the Guaranteed Term, including a liquidation, fundamental transaction (see below) or mandatory conversion, holders are entitled to a make-whole amount representing dividends that would have accrued through the end of the Guaranteed Term. Dividends are recorded as an increase to the carrying value of the Series A Preferred and as an adjustment to net loss attributable to common shareholders in the calculation of basic and diluted net (loss) income per common share. The Company recorded $401 and $792 in preferred dividends during the three and six months ended June 30, 2026, respectively. The Series A Preferred was issued on November 6, 2025, therefore there were no preferred dividends during the three and six months ended June 30, 2025. Conversion Rights Each share of Series A Preferred is convertible at the holder’s option into shares of common stock at a conversion price of $3.00 per share, subject to adjustment. The Series A Preferred was convertible into 10,342 and 10,077 shares of common stock as of June 30, 2026 and December 31, 2025, respectively, subject to a limitation preventing any holder from beneficially owning more than 19.99% of the outstanding common stock. The Company may require the conversion of all outstanding shares of Series A Preferred on or after the third anniversary of issuance if specified operating results and common stock price conditions are met. Redemption Rights A fundamental transaction includes, among other events, a merger, consolidation, sale of substantially all assets, tender offer resulting in a change of control, recapitalization or similar transaction (a “Fundamental Transaction”). Upon the occurrence of a Fundamental Transaction, holders are entitled to receive the greater of (i) the liquidation preference, including accrued dividends and the make-whole amount, or (ii) the amount they would have received on an as-converted basis, based on the consideration paid per common share in the Fundamental Transaction or, if that consideration is not cash, the market price of the common stock. The redemption amounts of the Series A Preferred, measured as if the balance sheet dates were the redemption dates, were $53,392 as of June 30, 2026 (estimate using 1-day VWAP of $4.11 subject to clause ii), and $38,940 as of December 31, 2025 (estimate using conversion price of $3.00 subject to clause i). The redemption amount will change in future periods as the market price of the common stock changes. Since the redemption of the Series A Preferred is contingently or optionally redeemable and therefore not certain to occur, the Series A Preferred is not required to be classified as a liability under ASC 480, Distinguishing Liabilities from Equity. As the Series A Preferred is redeemable in certain circumstances upon the occurrence of an event that is not solely within the Company’s control, the Company has classified the Series A Preferred in temporary equity in the condensed consolidated balance sheets. Because redemption is contingent and not currently probable, the Company has not accreted the carrying value to the redemption amount as of June 30, 2026 and December 31, 2025. Registration Rights In connection with the issuance, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) requiring the Company to file and maintain an effective registration statement covering the resale of the shares of common stock issuable upon conversion. The Registration Rights Agreement provides for liquidated damages of up to 6% of the aggregate purchase price in the event of certain registration failures. As of June 30, 2026 and December 31, 2025, no liability has been recorded related to these provisions because the Company has maintained an effective registration statement and does not consider the payment of liquidated damages to be probable. The Company accounts for the Registration Rights Agreement as a separate unit of account in accordance with ASC 825-20, Registration Payment Arrangements, and recognizes a liability when payment becomes probable and the amount is reasonably estimable.

Note 7 - Series A Redeemable Convertible Preferred Stock

6 Months Ended

Jun. 30, 2026

NOTE 7: SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK

Dividend Rights

The Series A Redeemable Convertible Preferred Stock (“Series A Preferred”) ranks senior to the Company’s common stock with respect to dividend rights and rights upon liquidation. Each share has a liquidation preference equal to $1,000 per share plus accrued and unpaid dividends. The liquidation preference of the Series A Preferred totaled $31,025 as of June 30, 2026.

The Series A Preferred bears cumulative dividends at a rate of 5.25% per annum on the stated value. Dividends accrue daily and compound quarterly beginning on November 6, 2025, and accrue for a five-year period (the “Guaranteed Term”). Dividends are not payable in cash during the Guaranteed Term, except at the Company’s option. Upon certain events occurring during the Guaranteed Term, including a liquidation, fundamental transaction (see below) or mandatory conversion, holders are entitled to a make-whole amount representing dividends that would have accrued through the end of the Guaranteed Term.

Dividends are recorded as an increase to the carrying value of the Series A Preferred and as an adjustment to net loss attributable to common shareholders in the calculation of basic and diluted net (loss) income per common share. The Company recorded $401 and $792 in preferred dividends during the three and six months ended June 30, 2026, respectively. The Series A Preferred was issued on November 6, 2025, therefore there were no preferred dividends during the three and six months ended June 30, 2025.

Conversion Rights

Each share of Series A Preferred is convertible at the holder’s option into shares of common stock at a conversion price of $3.00 per share, subject to adjustment. The Series A Preferred was convertible into 10,342 and 10,077 shares of common stock as of June 30, 2026 and December 31, 2025, respectively, subject to a limitation preventing any holder from beneficially owning more than 19.99% of the outstanding common stock. The Company may require the conversion of all outstanding shares of Series A Preferred on or after the third anniversary of issuance if specified operating results and common stock price conditions are met.

Redemption Rights

A fundamental transaction includes, among other events, a merger, consolidation, sale of substantially all assets, tender offer resulting in a change of control, recapitalization or similar transaction (a “Fundamental Transaction”). Upon the occurrence of a Fundamental Transaction, holders are entitled to receive the greater of (i) the liquidation preference, including accrued dividends and the make-whole amount, or (ii) the amount they would have received on an as-converted basis, based on the consideration paid per common share in the Fundamental Transaction or, if that consideration is not cash, the market price of the common stock. The redemption amounts of the Series A Preferred, measured as if the balance sheet dates were the redemption dates, were $53,392 as of June 30, 2026 (estimate using 1-day VWAP of $4.11 subject to clause ii), and $38,940 as of December 31, 2025 (estimate using conversion price of $3.00 subject to clause i). The redemption amount will change in future periods as the market price of the common stock changes.

Since the redemption of the Series A Preferred is contingently or optionally redeemable and therefore not certain to occur, the Series A Preferred is not required to be classified as a liability under ASC 480, Distinguishing Liabilities from Equity. As the Series A Preferred is redeemable in certain circumstances upon the occurrence of an event that is not solely within the Company’s control, the Company has classified the Series A Preferred in temporary equity in the condensed consolidated balance sheets. Because redemption is contingent and not currently probable, the Company has not accreted the carrying value to the redemption amount as of June 30, 2026 and December 31, 2025.

Registration Rights

In connection with the issuance, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) requiring the Company to file and maintain an effective registration statement covering the resale of the shares of common stock issuable upon conversion. The Registration Rights Agreement provides for liquidated damages of up to 6% of the aggregate purchase price in the event of certain registration failures. As of June 30, 2026 and December 31, 2025, no liability has been recorded related to these provisions because the Company has maintained an effective registration statement and does not consider the payment of liquidated damages to be probable. The Company accounts for the Registration Rights Agreement as a separate unit of account in accordance with ASC 825-20, Registration Payment Arrangements, and recognizes a liability when payment becomes probable and the amount is reasonably estimable.