STOCKHOLDERS’ EQUITY |
6 Months Ended | ||||||
|---|---|---|---|---|---|---|---|
Jun. 30, 2026 | |||||||
| Equity [Abstract] | |||||||
| STOCKHOLDERS’ EQUITY | NOTE 9 – STOCKHOLDERS’ EQUITY
Common Stock
On May 21, 2026, the Company signed a Restructuring, Implementation and Management Services Agreement (the “Services Agreement”) with Mammoth Crest Capital, LLC. (“MCC”), effective as of May 19, 2026. Pursuant to the Services Agreement, MCC shall lead, manage, drive and implement the operational, organizational, governance, financial and capital-structure initiatives described in the Scope of Work attached to the Services Agreement. The agreement also states that no later than 30 days following May 19, 2026, the effective date of the Services Agreement, the Company shall cause its board of directors (the “Board”) to consist of seven directors, and appoint Barrett Evans and Michael Hill as directors who are designated by MCC, and that Arthur D. Sams will remain as the chairman of the Board and Michael Fields will remain on the Board. MCC shall, in consultation with the Company’s Chief Executive Officer, propose candidates to fill the remaining Board seats. These changes affecting the number or members of the board of directors have not taken place as of the date of this report.
In consideration, the Company shall pay to MCC $500 in two installments: (a) $100 on the effective date as a non-refundable retainer; and (b) $400 (the “Balance”) upon MCC’s delivery of the Deliverables and Milestones as defined by the Services Agreement. MCC agrees to defer collection of the Balance until the Company has consummated debt or equity financing(s) yielding aggregate gross proceeds to the Company of at $5,000. Commencing on the first day of the month calendar immediately after MCC’s delivery of the Deliverables and Milestones, the Company shall pay to MCC a monthly cash retainer of $25.
On the effective date, the Company shall issue to MCC (or its designee) a number of shares of the Company’s Common Stock (the “Shares”) such that, after giving effect to the issuance of the Shares, the Shares represent 4.5% of the issued and outstanding shares of common stock of the Company on the Effective Date. As such, on May 19, 2026, the Company issued shares of Common Stock with a fair value of $298 to MCC as compensation for services and recorded the expense in the amount general and administrative expenses in the Company’s statement of operations for the three and six months ended June 30, 2026.
The Company shall include the Shares for resale registration in the next registration statement filed by the Company (other than a registration statement on Form S-4 or S-8 or in respect of a primary offering by the Company that excludes selling stockholders). The Services Agreement has a 12-month term beginning from the effective date, unless terminated earlier (the “Initial Term”). Upon expiration of the Initial Term, the term shall be renewed and extended automatically for additional, consecutive periods of three months each. The Services Agreement also contains other customary terms and conditions.
Common Stock
On October 6, 2025, the Company entered into the Sales Agreement with ThinkEquity LLC, pursuant to which the Company may sell and issue, subject to the limitations in the Sales Agreement, shares up to $2,382 of Common Stock from time to time in the ATM Offering. Under the Sales Agreement, ThinkEquity LLC is entitled to compensation of 3.0% of the gross offering proceeds of all shares of Common Stock sold through it pursuant to the Sales Agreement.
As of December 31, 2025, the Company has sold shares of Common Stock in the ATM Offering at a weighted-average price of $ per share, for net proceeds of $757, after deducting commissions to the sales agent and other ATM Offering related expenses of $23.
On December 12, 2025, the Company filed a prospectus supplement to its registration statement on Form S-3 (File No. 333-276705) to increase the amount of shares of Common Stock that the Company may offer and sell under the Sales Agreement and applicable registration statement to an aggregate offering price of up to $2,500, which amount does not include the shares of Common Stock having an aggregate gross sales price of approximately $757 that were sold under the ATM Offering through December 11, 2025, in accordance with the limitations set forth in Instruction I.B.6 of Form S-3. In January 2026, the Company sold shares of Common Stock in the ATM Offering at a weighted-average price of $ per share, for net proceeds of $2,424, after deducting commissions to the sales agent and other ATM Offering related expenses of $75. On July 23, 2026, the Company delivered a written notice terminating the Sales Agreement to ThinkEquity LLC. The termination of the Sales Agreement was effective July 23, 2026, as acknowledged by ThinkEquity LLC. No termination fee or penalty is payable by the Company in connection with such termination.
At June 30, 2026 and December 31, 2025, the Company had shares of Common Stock held as treasury stock at a cost of $40.
|