Subsequent Events |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Subsequent Events [Abstract] | |
| Subsequent Events |
Note 13 — Subsequent Events
The Company has evaluated its subsequent events as of June 30, 2026, through the date these condensed consolidated financial statements were issued and has determined that there are no subsequent events requiring disclosure in these condensed consolidated financial statements other than the items noted below.
Common Stock
As disclosed in Note 1 — Organization, Description of Business, Going Concern and Significant Risks and Uncertainties, the Company effected a 1-for-25 reverse stock split of its common stock on July 7, 2026 and effected a 1-for-4 reverse stock split of its common stock on August 17, 2026. In result, all share and per-share information presented in these condensed consolidated financial statements has been retroactively adjusted to reflect the July and August Reverse Stock Splits.
During July 2026, the Company issued 121,152 shares of the Company’s common stock for settlement of $0.9 million of principal and interest on the Company’s convertible loans payable.
Warrant Amendment
On August 12, 2026, the Company’s Board of Directors approved an amendment to the warrant conversion price related to the August Reverse Stock Split. Prior to the Company’s August Reverse Stock Split, the Company had 17,404,250 outstanding Warrants (excluding the Ascent Warrants) to purchase 9,282 shares of Common Stock, with each whole Warrant being exercisable under the Warrant Agreement to purchase one Warrant Share, with an exercise price of $21,562.50 per Warrant Share. After giving effect to the August Reverse Stock Split, these 17,404,250 Warrants will be exercisable for a total of 2,320 shares of Common Stock, with each whole Warrant exercisable to purchase 1/7,500th of a Warrant Share, and the exercise price shall be adjusted to $86,250.00 per whole Warrant Share. After giving effect to the August Reverse Stock Split, one Warrant Share will be issuable upon the exercise of 7,500 Warrants for an aggregate exercise price of $86,250.00. The impact of the August Reverse Stock Split on exercise price for the Ascent Warrants is discussed in “Amendment No. 5 on the PIPE Subscription Agreement” below.
G3 Acquisition Term Sheet
On July 2, 2026, the Company entered into a non-binding term sheet with a privately held commercial-stage health diagnostics and toxicology testing company regarding a proposed acquisition. The proposed transaction is subject to the completion of due diligence, negotiation and execution of definitive agreements, receipt of required stockholder, stock exchange, regulatory and third-party approvals, completion of contemplated debt conversions, receipt of audited financial statements of the target company, and other customary closing conditions.
The term sheet contemplates consideration consisting of shares of the Company’s common stock equal to 19.99% of the Company’s then-issued and outstanding common shares and shares of non-voting convertible preferred stock, with conversion of the preferred stock subject to stockholder approval. The proposed transaction also contemplates the exchange of certain outstanding obligations of the Company for preferred stock and approximately $7.0 million of financing in connection with the closing. The term sheet does not obligate either party to consummate the proposed transaction, and there can be no assurance that definitive agreements will be executed or that the proposed transaction will be completed. Because the terms remain subject to negotiation and the transaction may not be completed, the Company is currently unable to estimate the financial statement effects of the proposed transaction. No amounts related to the proposed transaction have been recognized in the accompanying condensed consolidated financial statements as of June 30, 2026.
Subsequent to signing the non-binding term sheet, the Company entered into an option agreement to acquire G3 on July 31, 2026, which superseded the abovementioned term sheet.
Changes in Directors and Executive Officers
Effective July 21, 2026, Jack Stover was appointed Executive Chairman and Chief Executive Officer and Ben Hwang was appointed President. On July 26, 2026, Mr. Hwang resigned from the Board while continuing to serve as President, and Liviu Goldenberg was appointed as an independent director.
Option Agreement to Acquire G3
On July 31, 2026, the Company entered into an option agreement with certain stockholders of G3 Vision Labs Inc. (“G3”), pursuant to which the Company obtained the right, but not the obligation, to acquire 100% of the outstanding equity securities of G3 (the “Call Option”). G3 owns all or substantially all of the equity securities of Med Screen Laboratories Inc., Dominion Diagnostics LLC and Acutis Diagnostics Inc. If the Call Option is exercised and the contemplated acquisition is completed, G3 and its subsidiaries would become direct or indirect subsidiaries of the Company.
The Company’s ability to exercise the Call Option is subject to the satisfaction of various conditions, including the Company or G3 consummating, or obtaining binding commitments for, one or more financings resulting in aggregate gross proceeds of at least $30.0 million; the refinancing, repayment or other satisfaction of certain G3 indebtedness or receipt of applicable lender consents; receipt of certain Company stockholder and Nasdaq approvals; continued listing of the Company’s common stock on Nasdaq; release of the sellers from certain obligations relating to indebtedness of the target companies; and execution of definitive acquisition documents. The Call Option expires 90 days after the target companies provide the Company with specified audited and reviewed financial information.
As consideration for the Call Option, the Company issued to the sellers an aggregate of 50,280 shares of common stock and 52,903.566 shares of newly designated Series A Non-Voting Convertible Preferred Stock (“Series A Preferred Stock”). The Call Option consideration is not subject to a lock-up period but are subject to registration on a future Form S-1 which will be filed at the earliest commercial reasonable date. Each share of Series A Preferred Stock is convertible into 1,000 shares of common stock following receipt of the required stockholder approval, subject to certain beneficial ownership limitations. If the Company exercises the Call Option, the sellers will be entitled to receive an additional 53,918.113 shares of Series A Preferred Stock. If the conditions to exercise the Call Option are not satisfied or the Call Option is not exercised, the sellers will retain the common stock and Series A Preferred Stock issued as consideration for the grant of the Call Option.
If the acquisition closes and 18 months following the closing, the required stockholder approval for conversion of the Series A Preferred Stock has not been obtained and the Company is unable or otherwise fails to deliver the common shares issuable upon conversion, each seller may elect to require the Company to redeem its Series A Preferred Stock for cash at an amount based on the then-current fair value of the underlying common stock. The Company is currently evaluating the appropriate accounting treatment for the Option Agreement and the related equity issuances. As of the date these condensed consolidated financial statements were issued, the Company had not completed its evaluation or determined the fair value of the consideration issued and, therefore, a reasonable estimate of the financial statement effect could not be made.
In connection with entering into the Option Agreement, the Company was invoiced by its financial advisor for a cash success fee of $0.6 million and 3,037.381 shares of Series A Non-Voting Convertible Preferred Stock. The Company also incurred transaction-related employee bonuses as a result of executing the Option Agreement, with an aggregate contractual amount of $2.6 million, consisting of $0.4 million payable in cash and $2.2 million payable in equity awards. The Company also incurred legal and other professional fees as a result of executing the Option Agreement, for which the amount is being finalized.
As of the date these condensed consolidated financial statements were issued, the Company had not completed its evaluation of the recognition, classification and measurement of the Option Agreement consideration and related equity-denominated transaction costs and compensation. Accordingly, although certain contractual amounts are known, the Company had not determined the total financial statement effect of the Option Agreement and related transactions. As of the date these condensed consolidated financial statements were issued, the Call Option had not been exercised and the contemplated acquisition had not been completed.
Convertible Promissory Note – Related Party
On July 31, 2026, the Company entered into Amendment No. 2 to the Note Modification and Conversion Agreement with NorthView Sponsor I, LLC. The amendment increased the beneficial ownership limitation applicable to conversions under the note to 49.9% of the Company’s outstanding common stock following conversion and established the conversion price as the closing price of the Company’s common stock on July 31, 2026. The amendment also provides that the number of shares issuable upon conversion will equal 122% of the principal amount being converted divided by the conversion price. All other material terms of the agreement remain in effect.
On August 12, 2026, NorthView Sponsor I, LLC converted $1.3 million of principal outstanding under the convertible Promissory Note – Related Party into 301,991 shares of the Company’s common stock at a conversion price of $4.28 per share.
Reduction in Force
Subsequent to June 30, 2026, the Company implemented cost reduction measures designed to preserve liquidity and reduce operating expenses. These measures included a reduction in force that reduced the Company’s workforce from 11 employees to 5 employees.
Amendment No. 5 on the PIPE Subscription Agreement with Ascent
On August 12, 2026, the Company executed the 5th amendment to the Ascent Convertible Note Agreement for which the Company received an additional tranche of $0.7 million on August 13, 2026, which bears interest at 7% per annum and matures on August 12, 2027. In connection with Amendment No. 5, the Company also amended the exercise price of the Ascent Warrants to $1.07 per share.
Issuance of Series A Preferred Stock upon Settlement of Liabilities
On August 18, 2026, the Company issued 4,271.298 shares of Series A Non-Voting Convertible Preferred Stock (“Series A Preferred Stock”) in settlement of approximately $4.6 million of outstanding liabilities, consisting of approximately $3.2 million owed to financial advisors and vendors, $0.8 million of accrued employee bonuses and $0.6 million of convertible notes payable. The Series A Preferred Stock is not subject to a lock-up period and is subject to registration on a future Form S-1 to be filed at the earliest commercially reasonable date. Each share of Series A Preferred Stock is convertible into 250 shares of the Company’s common stock, after giving effect to the August Reverse Stock Split, following receipt of the required stockholder approval and subject to certain beneficial ownership limitations.
Further, on August 19, 2026, the Company entered into an exchange agreement with Ascent Partners Fund LLC pursuant to which the full balance of their convertible notes shall be exchanged into shares of Series A Preferred Stock upon the exercise of the Company’s option under the Option Agreement. Pursuant to the exchange agreement, the existing Ascent notes are expected to be exchanged for shares of Series A Preferred Stock at a rate of 0.93458 shares of Preferred Stock for every $1,000 in aggregate principal, accrued and unpaid interest, and any other amounts owed on these existing convertible notes. The shares of Series A Preferred Stock to be issued pursuant to the exchange agreement may be converted to Common Stock at a conversion price of $4.28 per share of Common Stock. The balance of the liabilities expected to be exchanged as of the date of the agreement and the date of the issuance of these condensed consolidated financial statements is approximately $6.1 million in total, which is made up of approximately $5.5 million of principal and approximately $0.6 million of accrued interest. |