v3.26.1
Commitments and Contingencies
6 Months Ended
Jun. 30, 2026
Commitments and Contingencies [Abstract]  
COMMITMENTS AND CONTINGENCIES

NOTE 11 — COMMITMENTS AND CONTINGENCIES

 

From time to time, the Company is subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. Although the outcome of the various legal proceedings and claims cannot be predicted with certainty, management does not believe that any of these proceedings or other claims will have a material effect on the Company’s business, financial condition, results of operations or cash flows.

 

Neo North Star Resources Merger Agreement

 

On May 20, 2026, the Company entered into an Agreement and Plan of Merger to acquire Neo North Star Resources, Inc., the holder of the Sarfartoq Rare Earth Element Project in Greenland. Total consideration is $35.0 million, consisting of $20.0 million in cash and $15.0 million in newly issued shares of the Company’s common stock. The closing of the transaction is subject to customary closing conditions, including the receipt of required Greenland governmental approval, and the agreement provides for a termination date of September 1, 2026. If the agreement is terminated as a result of the failure to obtain the required Greenland approval, the Company would be required to pay a termination fee of $1,000,000. As of June 30, 2026, the transaction had not closed, and no amount had been accrued with respect to the termination fee, as payment was not considered probable.

 

NASDAQ Deficiencies

 

On September 19, 2025, the Company received a delinquency notification letter from Nasdaq due to the failure of the Company’s common stock to maintain a minimum bid price of $1 per share for 30 consecutive business days as required by Nasdaq Listing Rule 5550(a)(2) (“Bid Price Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was originally provided 180 calendar days, or until March 18, 2026, to regain compliance.

 

On March 19, 2026, the Company received written notification from Nasdaq that the Company has been granted an additional six-month extension until September 14, 2026 to regain compliance with the Bid Price Rule. If the Company fails to timely regain compliance with the Bid Price Rule for 10 consecutive business days by September 14, 2026, the Company’s common stock will be subject to delisting from Nasdaq.

 

As of June 30, 2026, the closing price of the Company’s common stock was $0.26 per share, and the Company had not regained compliance with the Bid Price Rule. The compliance period remains open through September 14, 2026. On June 18, 2026, the Company’s stockholders approved a proposal granting the Board authority to effect one or more reverse stock splits (see Note 10 — Stockholders’ Equity), which the Company may effect, if necessary, in an effort to regain compliance with the Bid Price Rule. As of June 30, 2026, no reverse stock split had been effected. There can be no assurance that the Company will regain compliance within the compliance period, and failure to do so could result in the delisting of the Company’s common stock from Nasdaq, subject to the Company’s right to appeal to a Nasdaq Hearings Panel.

 

Purchase Commitments

 

In the ordinary course of business, the Company enters into agreements with vendors and service providers, including in connection with the exploration and evaluation of the Skaergaard Project. These arrangements are generally cancelable and do not contain material non-cancelable purchase obligations. As of June 30, 2026, the Company did not have any material non-cancelable purchase commitments that would require separate accrual or disclosure under applicable accounting guidance.