v3.26.1
PREFERRED STOCK
6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
PREFERRED STOCK

NOTE 8 – PREFERRED STOCK

 

As of June 30, 2026, our Board of Directors continues to have the authority to designate up to 50,000,000 shares of Preferred Stock in various series that provide for liquidation preferences, and voting, dividend, conversion, and redemption rights as determined at the discretion of the Board of Directors.

 

June 2026 PIPE Offering and Conversion of V-CO 4 Bridge Note

 

On June 30, 2026, we entered into a Securities Purchase Agreement (the “PIPE SPA”) with V-Co 4 and Bigger Capital Fund, LP (“Bigger” and collectively, the “Investors”).

 

Pursuant to the PIPE SPA, the Company sold an aggregate of 3,608,495 units (the “Units”), at a purchase price of $0.582 per Unit, with each Unit consisting of (i) one share of Series A Convertible Preferred Stock, par value $0.0001 per share and with a stated value of $0.456 per share (the “Preferred Stock”), convertible into one share of Common Stock on a one-for-one basis, and (ii) Common Stock purchase warrants with a five year term (collectively, the “Warrants”) to purchase a number of shares of Common Stock equal to 100% of the number of shares of Common Stock issuable upon conversion of the Preferred Stock included in such Unit.

 

The $0.582 per Unit purchase price comprises $0.456 attributable to the share of Preferred Stock included in such Unit and $0.125 attributable to the Warrant included in such Unit. Such $0.125 per Warrant Share was included for purposes of satisfying the “Minimum Price” requirement of Nasdaq Listing Rule 5635(d), but not in determining the exercise price of the Warrants. The $0.456 Market Price was calculated as the lower of (i) the Nasdaq official closing price of the Common Stock on the trading day immediately preceding the date of the PIPE SPA and (ii) the average Nasdaq official closing price of the Common Stock for the five trading days immediately preceding the date of the PIPE SPA. The $0.582 per Unit purchase price accordingly exceeds the sum of the $0.456 Market Price and the $0.125 per Warrant Share attribution. The PIPE Offering closed on June 30, 2026. The aggregate purchase price for the securities sold in the PIPE Offering was $2.1 million. The Company received $1,000,000 in cash proceeds upon the closing of the PIPE Offering. Additionally, $1,000,000 previously funded by V-Co 4 under a previously reported bridge promissory note entered into by the Company and V-Co 4 on May 7, 2026 (the “Bridge Note”) automatically converted into the PIPE Offering. The gross proceeds of funded under the Bridge Note of $1.0 million exclude an original issue discount of $100,000 paid by the Company in connection with previous funding under the Bridge Note.