v3.26.1
Note 20 - Subsequent Events
6 Months Ended
Jun. 30, 2026
Notes to Financial Statements  
Subsequent Events [Text Block]

Note 20. Subsequent Events

 

Lease Agreement

 

In July 2026, the Company, together with Ayre Aviation, an unrelated third party, entered into a lease agreement with FF 534 LLC for approximately 3,082 square feet of office space located in Melville, New York. The lease is expected to commence in September 2026 and has an initial term of seven years, with one five-year extension option and an early termination option effective in the 60th month. The aggregate scheduled base rent payments over the initial term are approximately $0.7 million.

 

Filing of Registration Statement 

 

On June 23, 2026, the Company filed a resale registration statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission (the “SEC”) pursuant to the applicable registration rights agreements, registering the resale of shares of common stock issuable upon conversion of the Company’s Series C-1, Series C-2, Series C-3 and Series D Convertible Preferred Stock. The Registration Statement was declared effective by the SEC on July 10, 2026. The effectiveness of the Registration Statement satisfied a closing condition for the subsequent issuances of the Series C-3 and Series C-4 Convertible Preferred Stock. Upon effectiveness of the Registration Statement, the Company ceased accruing additional registration delay payments associated with the prior delay in obtaining effectiveness.

 

Issuance of Series C-3 and C-4 Convertible Preferred Stock

 

On July 15, 2026, pursuant to the Securities Purchase Agreements dated February 6, 2026 and March 9, 2026, the Company issued 3,470 shares of its newly designated Series C-3 Convertible Preferred Stock. On July 30, 2026, pursuant to the Securities Purchase Agreement dated March 9, 2026, the Company issued 2,821 shares of its newly designated Series C-4 Convertible Preferred Stock. Each share of Series C-3 and Series C-4 Convertible Preferred Stock has a par value of $0.0001 per share and a stated value of $1,000 per share. The Series C-3 and Series C-4 issuances resulted in aggregate gross proceeds of $3.5 million and approximately $2.8 million, respectively. In connection with the Series C-3 and Series C-4 Convertible Preferred Stock issuances, the Company incurred direct offering costs of approximately $267 thousand and $193 thousand, respectively.  Subject to certain limitations, the Series C-3 and Series C-4 Convertible Preferred Stock are convertible into shares of the Company’s common stock at the option of the holder at initial conversion prices of $0.632 and $0.35 per share, respectively, subject to adjustment in certain circumstances as set forth in the respective Certificates of Designation. The other material terms of the Series C-3 and Series C-4 Convertible Preferred Stock are substantially consistent with those of the Series C-1 and Series C-2 Convertible Preferred Stock. See Note 14, Preferred Stock, for additional information.

 

 The Company used approximately $2.2 million of the net proceeds from the Series C-3 issuance to repay outstanding principal and accrued interest under the Bridge Notes and the June 2026 Note that were outstanding as of June 30, 2026, with the remaining net proceeds used to fund operations.

 

Convertible Preferred Stock Conversions

 

Subsequent to June 30, 2026, from July 13 through August 11, 2026, holders converted an aggregate of 1,859.52 shares of Series C-1 Convertible Preferred Stock, 1,439 shares of Series C-2 Convertible Preferred Stock, 730 shares of Series C-3 Convertible Preferred Stock and 3,540 shares of Series D Convertible Preferred Stock. In connection with these conversions, the Company issued an aggregate of 10,855,258 shares of its common stock.

 

Repurchase of Series B Convertible Preferred Stock

 

On July 29, 2026, the Company entered into a letter agreement with the holders of its Series B Convertible Preferred Stock pursuant to which the Company agreed to repurchase and cancel all outstanding shares of Series B Convertible Preferred Stock for aggregate cash consideration of $321 thousand. The Company used a portion of the net proceeds from the Series C-4 issuance to fund the repurchase. Upon completion of the repurchase, all outstanding shares of Series B Convertible Preferred Stock were retired and cancelled.

 

Issuance of Additional Series C-4 Convertible Preferred Stock and Reduction of Conversion Price of All Series C and Series D Convertible Preferred Stock

 

On August 13, 2026, pursuant to the Additional Investment Right under the Securities Purchase Agreement dated March 9, 2026, certain investors purchased an additional 4,000 shares of the Company’s Series C-4 Convertible Preferred Stock for aggregate gross proceeds of $4.0 million. On August 10, 2026, the Company waived the $0.35 floor price applicable to the Series C-4 Convertible Preferred Stock and established a conversion price of $0.23 per share for the newly issued Series C-4 Convertible Preferred Stock.  In addition, the Company waived the $0.35 floor price for all other outstanding shares of Series C Convertible Preferred Stock and reduced the conversion price for all such shares to $0.23. The Company also waived the $0.35 floor price applicable to all outstanding shares of the Series D Convertible Preferred Stock and reduced its conversion price to $0.23 per share.