v3.26.1
Note 8 - Warrants
6 Months Ended
Jun. 30, 2026
Notes to Financial Statements  
Warrants and Rights [Text Block]

Note 8 Warrants 

 

 Equity Classified Warrants 

 

During the six months ended June 30, 2026, we issued the following Series F Warrants in connection with the issuance of Series F Preferred Stock (see Note 7) pursuant to the exercise of the AIR by Alpha:

 

 

On January 2, 2026, we issued Series F Warrants to purchase up to 586,441 shares of Common Stock at an initial exercise price of $0.8526. The Series F Warrants are immediately exercisable upon issuance and have a three-year term.

 

 

On May 27, 2026, we issued Series F Warrants to purchase up to 513,031 shares of Common Stock at an initial exercise price of $0.9746. The Series F Warrants are immediately exercisable upon issuance and have a three-year term.

 

During the six months ended June 30, 2025, we issued the following Series F Warrants in connection with the issuance of Series F Preferred Stock (see Note 7) pursuant to the exercise of the AIR by Alpha:

 

 On February 7, 2025, we issued Series F Warrants to purchase up to 450,390 shares of Common Stock at an initial exercise price of $2.2203. The Series F Warrants are immediately exercisable upon issuance and have a three-year term.
  

 

 

On March 17, 2025, we issued Series F Warrants to purchase up to 415,420 shares of Common Stock at an initial exercise price of $1.2036. The Series F Warrants are immediately exercisable upon issuance and have a three-year term. This issuance resulted in "the March 2025 Down Round Trigger” being triggered, including with respect to the Series F Warrants issued on February 7, 2025. See the deemed dividends resulting from the March 2025 Down Round Trigger above. See Down Round Triggers and Deemed Dividends in Note 7 above.
   

 

A summary of activity related to warrants, classified within stockholders’ equity (deficit) for the periods presented is as follows:

 

          

Weighted Average

 
      

Weighted Average

  

Remaining

 
  

Shares

  

Exercise Price

  

Contractual Term

 

Outstanding as of December 31, 2025

  4,764,386  $1.0900   2.69 

Issued – January 02, 2026

  586,441   0.8526    

Issued – May 27, 2026

  513,031   0.9746    

Exercise of Series F Warrants cashless

  (2,613,914)  0.8526    

Exercise of Series F Warrants for cash

  (1,128,050)  0.8526    

Outstanding as of June 30, 2026

  2,121,894  $1.1811

*

  1.52 

Exercisable as of June 30, 2026

  2,121,894  $1.1811

*

  1.52 

 

*

Reflects the weighted average exercise price after the January 2026 Down Round Trigger that was triggered with the Sale of Series F on January 2, 2026, and reduced the conversion price on all issued and outstanding Series F to $0.8526

 

The table above includes the total Series F Warrants issued with Series F Preferred Stock (see Note 7) and the Series B Warrants issued in the October 2024 Offering (see Note 7) of 2,109,604 and 12,290, respectively, that are outstanding as of June 30, 2026. 

 

During the three months ended June 30, 2026, 1,942,117 Series F Warrants were exercised on a cashless basis, and the Company issued 608,839 shares of common stock. 

 

During the six months ended  June 30, 2026, 2,613,914 Series F Warrants were exercised on the cashless basis and the Company issued 967,645 shares of common stock and 1,128,050 Series F Warrants were exercised on a cash basis and the Company issued 1,128,050 shares of Common Stock and received cash proceeds of $961,776.

 

As of June 30, 2026, the intrinsic value of the warrants was $60,833 based on the market price of our stock and the warrant exercise price.

 

Liability Classified Warrants

 

The Series A Warrants issued in October 2024, pursuant to an offering, have the following contractual terms.

 

Each Series A Warrant was immediately exercisable on the date of issuance and expires five years from the closing date of the offering.

 

Under the alternate cashless exercise option of the Series A Warrants, a holder of the Series A Warrant, has the right to receive an aggregate number of shares equal to the product of (x) the aggregate number of shares of Common Stock that would be issuable upon a cash exercise of the Series A Warrant and (y) 2.0. In addition, the Series A Warrants contain a reset of the exercise price to a price equal to the lesser of (i) the then exercise price and (ii) the lowest volume weighted average price for the five trading days immediately preceding and immediately following the date the Company effects a reverse stock split in the future with a proportionate adjustment to the number of shares underlying the Series A Warrants so that the aggregate exercise price remains constant in such an event (the “Share Combination Event”). 

 

 

 

 

A summary of activity related to the Series A and B warrants, initially classified as liabilities, for the six months ended June 30, 2026 is as follows:

 

          

Weighted Average

 
      

Weighted Average

  

Remaining

 
  

Shares

  

Exercise Price

  

Contractual Term (Years)

 

Outstanding as of December 31, 2025

  60,983  $1.9400   3.75 

Outstanding as of June 30, 2026

  60,983   1.9400   3.25 

Exercisable as of June 30, 2026

  60,983  $1.9400   3.25 

  

The outstanding and exercisable Series A Warrants provide for an alternative cashless exercise which allows the holder to exercise the Series A Warrant for no consideration and receive two shares of common stock for each warrant exercised.