SUBSEQUENT EVENTS |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | NOTE 18. SUBSEQUENT EVENTS July 2026 Offering On July 17, 2026, the Company consummated a best efforts public offering (the “July 2026 Offering”) of an aggregate of (i) 117,365,368 shares (the “July 2026 Offering Shares”) of Common Stock, (ii) pre-funded warrants (the “July 2026 Offering Pre-Funded Warrants”) to purchase up to 127,007,616 shares of Common Stock (the “July 2026 Offering Pre-Funded Warrant Shares”), (iii) 733,853 shares of Series B Preferred Stock, par value $0.0001 per share (“Series B Preferred Stock”) and (iv) 205,627,016 shares of Common Stock (the “Registered Conversion Shares”) issuable upon conversion of the Series B Preferred Stock. Each July 2026 Offering Share or July 2026 Offering Pre-Funded Warrant was sold together with a 0.003003 share of Series B Preferred Stock. The combined offering price for each July 2026 Offering Share and accompanying 0.003003 share of Series B Preferred Stock was $0.1555, and the combined offering price for each July 2026 Offering Pre-Funded Warrant and accompanying 0.003003 share of Series B Preferred Stock was $0.1554. Each share of Series B Preferred Stock is convertible into shares of Common Stock (the “Conversion Shares”) in accordance with the Certificate of Designations of the Series B Preferred Stock, which was filed with the Secretary of State of the State of Delaware on July 16, 2026 (the “Series B Certificate of Designations”). The net proceeds of the July 2026 Offering, after deducting (i) the fees and expenses of the July 2026 Offering Placement Agent (as defined below), (ii) the repayment in full of all outstanding principal and accrued interest under the December 2025 YA Debenture and (iii) the repayment in full of the Lyocon Convertible Notes, were approximately $18,738,864. The Company intends to use the net proceeds from the July 2026 Offering (i) to satisfy the financial-assurance requirements associated with the Italian Government Golden Power review and position the Company to complete its previously announced proposed acquisition of a 70% controlling interest in Tekne S.p.A. (“Tekne”), subject to Golden Power clearance and the other closing conditions, (ii) to eliminate the recurring monthly amortization and related SEPA share-issuance pressure associated with the December 2025 YA Debenture and halt use of the Company's SEPA for at least 90 days, subject to the terms and exceptions in the definitive offering agreements and (iii) to support acquisition, working-capital and near-term execution requirements for the Company's integrated Defense & Security platform. The Purchase Agreement In connection with the July 2026 Offering, the Company entered into a Securities Purchase Agreement (the “July 2026 Offering Purchase Agreement”) with certain institutional and retail investors (the “July 2026 Offering Purchasers”). Pursuant to the July 2026 Offering Purchase Agreement, the Company agreed not to issue, offer, sell, grant or dispose of (or announce any issuance, offer, sale, grant or other disposition of) any shares of Common Stock or file any new registration statement, subject to certain exceptions, until the 90th day after the later of (i) the date on which an amendment to the Company’s Certificate of Incorporation is filed with the Secretary of State of the State of Delaware and becomes effective that increases the number of authorized shares of Common Stock following receipt of stockholder approval thereof and a registration statement filed pursuant to the Securities Act, covering all shares issuable pursuant to the July 2026 Offering Pre-Funded Warrants and Series B Preferred Stock, has been declared effective by the SEC, and is effective and available for the issuance or resale of all such shares and (ii) such date that the Series B Preferred Stock may be converted by the purchasers pursuant to Section 4(a)(i) of the Series B Certification of Designations. The Company agreed not to enter into or agree to enter into a Variable Rate Transaction (as defined in the July 2026 Offering Purchase Agreement) until up to six months from the date of the July 2026 Offering Purchase Agreement, subject to certain exceptions. Additionally, in connection with the July 2026 Offering, each of the officers and directors of the Company and holders of 10% or more of the Company’s outstanding shares of Common Stock entered into lock-up agreements, pursuant to which they agreed not to sell or transfer any of the Company securities they hold, subject to certain exceptions, during the 60 days following the closing of the July 2026 Offering. July 2026 Offering Pre-Funded Warrants The July 2026 Offering Pre-Funded Warrants have an exercise price of $0.0001 per share, are exercisable immediately, expire when exercised in full, and may be exercised by cashless exercise. Subject to the beneficial ownership limitations set forth in the July 2026 Offering Pre-Funded Warrants, a holder is entitled to vote on an as-exercised basis at any meeting of the stockholders of the Company while the Pre-Funded Warrant (or any portion thereof) remains outstanding. A holder will be entitled to vote, together with the holders of Common Stock as a single class, the number of votes equal to the number of July 2026 Offering Pre-Funded Warrant Shares the holder would be entitled to receive upon valid exercise of the July 2026 Offering Pre-Funded Warrant as of the record date. A holder will not have the right to exercise any portion of the July 2026 Offering Pre-Funded Warrants if the holder (together with its affiliates) would beneficially own in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the July 2026 Offering Pre-Funded Warrants. The Series B Certificate of Designations and Terms of the Series B Preferred Stock Ranking — The Series B Preferred Stock, with respect to the payment of dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company, ranks junior to the Company’s Series A Preferred Stock and any other senior preferred stock, on parity with any parity stock and senior to junior stock of the Company, unless at least a majority of the outstanding shares of Series B Preferred Stock consent to the creation of other capital stock of the Company hereafter that is senior or equal in rank to the Series B Preferred Stock. Voluntary or Mandatory Conversion; Mandatory Conversion Payment — Pursuant to the Series B Certificate of Designations, beginning on the 45th day after the date of issuance of shares of Series B Preferred Stock, each share of Series B Preferred Stock will be convertible into shares of Common Stock determined by dividing the stated value of $100 per share of Series B Preferred Stock (subject to certain adjustments as set forth in the Series B Certificate of Designations) by the lower of the two closing bid prices of the Common Stock in the two days prior to the date of such conversion. Beginning on the 45th day after the date of issuance of shares of Series B Preferred Stock, the Company has the option to require a holder to convert such holder’s shares of Series B Preferred Stock and, at the time of any mandatory conversion at the Company’s election or voluntary conversion, pay the Company a mandatory conversion payment in an amount equal to the number of Conversion Shares being issued multiplied by the per unit subscription amount if the following conditions are met: (i) registration statements covering all securities issued or issuable pursuant to the July 2026 Offering Purchase Agreement, including all July 2026 Offering Pre-Funded Warrant Shares and Conversion Shares, are effective and available for the resale of all of such shares, (ii) there are available a sufficient number of authorized and unissued shares of Common Stock necessary for issuance upon conversion of all outstanding shares of Series B Preferred Stock or exercise of July 2026 Offering Pre-Funded Warrants, (iii) the Company is not in violation of any rules or requirements of the trading market on which the Common Stock is listed and has no knowledge of any facts or circumstances that could reasonably lead to suspension of the Common Stock by the trading market in the foreseeable future, and (iv) the closing sale price of the Common Stock for each trading day during ten (10) consecutive trading days is 100% above the per unit purchase price of the Common Stock as defined in the July 2026 Offering Purchase Agreement. The Series B Preferred Stock will not be convertible by a holder to the extent that such holder or any of its affiliates would beneficially own in excess of 9.99% of the Common Stock, as such percentage ownership is determined in accordance with the Series B Certificate of Designations. Voting Rights — Except as provided by law, the holders of Series B Preferred Stock have no voting rights except that approval from a majority of the outstanding shares of Series B Preferred Stock, voting as a single class, is required to (i) alter or change the powers, preferences, or rights of the Series B Preferred Stock so as to affect them adversely, (ii) amend the Company’s Certificate of Incorporation or Bylaws in a manner adverse to the holders of Series B Preferred Stock, (iii) increase or decrease (other than by conversion) the authorized number of Series B Preferred Stock, (iv) during such time as greater than 50% of the shares of Series B Preferred Stock issued on the initial issuance date continue to be held by the initial holder thereof, (A) create or authorize any new class or series of stock senior to or on parity with the Series B Preferred Stock, (B) purchase, repurchase or redeem any shares of junior stock, (C) pay dividends or make distributions on any junior stock, (D) issue additional Series B Preferred Stock (except as contemplated in the July 2026 Offering), or (v) circumvent the rights of the Series B Preferred Stock. No Liquidation Rights — Holders of Series B Preferred Stock do not have any right to receive any distribution of assets upon a Liquidation Event (as defined in the Series B Certificate of Designations). The July 2026 Offering Placement Agency Agreement and July 2026 Offering Placement Agent Warrants Pursuant to a Placement Agency Agreement (the “July 2026 Offering Placement Agency Agreement”) with Joseph Gunnar & Co., LLC (the “July 2026 Offering Placement Agent”), the Company agreed to pay the July 2026 Offering Placement Agent in connection with the July 2026 Offering a total cash fee equal to six and one-fourth percent (6.25%) of the aggregate gross proceeds raised in the July 2026 Offering, and (ii) reimbursement for reasonable accountable and out-of-pocket expenses incurred relating to the July 2026 Offering up to $25,000. Also pursuant to the July 2026 Offering Placement Agency Agreement, the Company, in connection with the July 2026 Offering, agreed to issue to the July 2026 Offering Placement Agent or its designees warrants (the “July 2026 Offering Placement Agent Warrants”) to purchase up to an aggregate of 7,331,190 shares of Common Stock (the “July 2026 Offering Placement Agent Warrant Shares”). The July 2026 Offering Placement Agent Warrants have an exercise price of $ 0.194375 per share (which represents 125% of the combined public offering price per July 2026 Offering Share and accompanying 0.003003 share of Series B Preferred Stock), expire on July 15, 2029, and are exercisable beginning six months from the date of issuance. The Registration Rights Agreement The July 2026 Offering Shares, the July 2026 Offering Pre-Funded Warrants, the July 2026 Offering Pre-Funded Warrant Shares, the Series B Preferred Stock, and the Registered Conversion Shares were offered by the Company pursuant to a Registration Statement on Form S-1 (File No. 333-297408) (the “Registration Statement”) filed with the SEC on July 13, 2026, under the Securities Act, and declared effective by the SEC on July 15, 2026. The Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the purchasers pursuant to which it agreed to file one or more registration statements with the SEC covering the resale of the remaining Conversion Shares by the filing deadline specified therein. The July 2026 Offering Placement Agent Warrant Shares will also be registered by the Company with the SEC pursuant to a new registration statement. Notice of Delisting On July 17, 2026, the Common Stock traded below $0.10 during the trading day. As a result, on July 17, 2026, the Company received a letter from the NYSE American stating that it had commenced proceedings to delist the Common Stock from the NYSE American because the Company was not in compliance with Section 1003(f)(v) of the NYSE American Company Guide due to the low selling price of the Common Stock. Under NYSE American delisting procedures, the Company has the right to a review of NYSE American’s determination by the Listings Qualifications Panel of the NYSE American. The Company appealed the decision and requested a review hearing, which is scheduled to take place in September 2026. The Company intends to implement a reverse stock split, for which it has already obtained stockholder approval, on the OTC market to regain compliance under NYSE American.
Golden Power Approval of Tekne Transaction
On August 5, 2026, the Company received Golden Power regulatory approval from the Italian government, which was required in order for the Company to close its proposed acquisition of a 70% controlling interest in Tekne. As a result, the Company expects to close the Tekne transaction and obtain a 70% controlling interest in Tekne on or about 30 days following receipt of the Golden Power regulatory approval or on such later date as may be mutually agreed upon in writing by the parties to the Investment Agreement. |