v3.26.1
SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2026
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

NOTE 14 – SUBSEQUENT EVENTS

 

After June 30, 2026, the Company exchanged 4,460 shares of Series B Preferred Stock with an aggregate stated value of $4,460,000 for a total 1,394,553 shares of common stock with Streeterville.

 

On June 30, 2026, the Company's stockholders approved an amendment to the Company's Certificate of Incorporation to effect a 1-for-45 reverse stock split of the Company's issued and outstanding common stock. The Certificate of Amendment was filed with the Secretary of State of the State of Delaware on July 8, 2026, and the reverse stock split became effective on July 13, 2026. All share and per share amounts throughout the condensed consolidated financial statements have been retroactively adjusted to reflect the reverse stock split.

 

On July 27, 2026, the Company received written notification from The Nasdaq Stock Market LLC (“Nasdaq”) that the Nasdaq Hearing Panel (the “Panel”) granted the Company an extension until August 15, 2026 to regain compliance with the rule requiring listed companies to maintain a minimum closing bid price of at least $1 per share (the “Bid Price Rule”). This decision followed the Company’s hearing before the Panel, which was held on July 9, 2026, relating to the Company’s compliance with the Bid Price Rule. The extension by the Panel is contingent on the Company demonstrating compliance with the Bid Price Rule and remaining in compliance with Nasdaq’s continued listing standards. If the Company is not successful in demonstrating compliance with the Bid Price Rule by the deadline, the Panel may reconsider the extension. In addition, the Panel will maintain jurisdiction over the Company’s listing through November 23, 2026. During this period, if the Company does not maintain compliance with the Bid Price Rule, the Panel will immediately delist the Company’s securities from Nasdaq. Pursuant to Nasdaq listing rule 5815(d)(4)(B), the Company will also be subject to a Mandatory Panel Monitor for one year from the date the Nasdaq staff confirms the Company has regained compliance with the Bid Price Rule.

 

On July 28, 2026, the Company and Meijer Distribution, Inc. (the “Buyer”) entered into a purchase agreement pursuant to which the Company will supply Buyer-branded products to the Buyer (the “2027 Agreement”) beginning in January 2027. The Agreement replaces the agreements between the Company and the Buyer scheduled to expire December 31, 2026. Under the 2027 Agreement, the Company will sell hydroponic, potted, and fresh cut herbs to the Buyer according to per-unit prices set in advance under the 2027 Agreement by the Company and the Buyer. The Buyer’s purchases will be in quantities and according to delivery schedules requested by the Buyer. Under the 2027 Agreement, the Company and the Buyer will renegotiate the prices for each unit annually. Once set, the pricing terms will remain fixed for the remainder of the year, subject to price adjustments as a result of duties, tariffs or other governmental actions that are supported by Company documentation and approved by the Buyer. The 2027 Agreement will become effective January 1, 2027 and will expire on December 31, 2028. The Buyer may terminate the 2027 Agreement (i) without cause upon 60 days’ prior notice, (ii) for cause upon 30 days’ prior written notice of disagreement regarding tariff-related price increases, and (iii) immediately if the Company does not provide the Buyer with products that meet the Buyer’s quality standards. Either party may terminate the 2027 Agreement for cause after a 15-day cure period for resolving a breach of the 2027 Agreement.

 

On August 11, 2026, the Company entered into an Equity Distribution Agreement (the “2026 EDA”) with Maxim as sales agent, pursuant to which the Company may, from time to time, issue and sell shares of its common stock through Maxim in an at-the-market offering for an aggregate offering price of up to $7,195,548. Under the terms of the 2026 EDA, Maxim may sell the shares at market prices by any method that is deemed to be an “at-the-market offering” as defined in Rule 415 under the Securities Act. The offering of shares of our common stock pursuant to the 2026 EDA will terminate upon the earliest of (i) August 11, 2027, (ii) the sale of all Shares provided for in the prospectus supplement related to this offering, and (iii) the termination of the EDA by written notice of the Company or Maxim.