v3.26.1
Note 15 - Subsequent Events
6 Months Ended
Jun. 30, 2026
Notes to Financial Statements  
Subsequent Events [Text Block]

15.

SUBSEQUENT EVENTS

 

In connection with the issuance of the condensed consolidated financial statements for the six months ended June 30, 2026, the Company has evaluated subsequent events through the date the condensed consolidated financial statements were issued.

 

Convertible Note Payable

 

In July 2026, the Company issued a note amounting to $0.3 million which bears annual interest of 6% and matures 12 months from the issuance date. In the event of an equity financing resulting in the sale of the Company’s common stock for gross proceeds of $10 million in cash, the Company has the option to convert the note at a price equivalent to the price per share to be offered in the equity financing. On August 3, 2026, the note was modified to include an option for the noteholder to convert the note at any time based on the trading price of the Company’s common stock immediately preceding the date the noteholder delivers the conversion notice. On August 10, 2026, the noteholder elected to convert the full amount of the note and related interest for 84,005 shares of the Company’s common stock.

 

Related Party Loans

 

On various dates in July and August 2026, the Company borrowed a total of $0.5 million of interest-free loans from the Fang Family Fund, LLC, an entity affiliated with its executive directors and Interim Chief Executive. The loans are due in full upon the Company successfully receiving $1.0 million or more in external funding six months from the effective dates of the respective loan agreements. If the Company does not receive $1.0 million in external funding within 2 months from the respective deposit dates, the loans become due and payable with loan payment terms to be determined at that time.

 

Senior Secured Note

 

In July 2026, the Company issued 199,310 shares of the Company’s common stock to settle the remaining principal balance of the Senior Secured Note of $1.367 million.

 

Reverse Stock Split

 

On July 31, 2026, the Company completed a 50 for 1 reverse split of the Company’s common stock. Pursuant to the Reverse Stock Split, every 50 shares of the Company’s issued and outstanding common stock was automatically combined into one issued and outstanding share of common stock. The par value of the common stock remained unchanged .

 

All share and per share amounts in the financial statements have been retrospectively adjusted for all periods presented to reflect the stock split. 

 

NYSE American Compliance Plan Acceptance

 

On July 22, 2026, the Company received a letter from the NYSE American LLC ("NYSE American") stating that the NYSE American has accepted the Company's plan (the "Compliance Plan") to regain compliance with the NYSE American’s continued listing standards, specifically Sections 1003(a)(i) and (ii) since, as previously disclosed in Current Reports on Form 8-K filed on May 11, 2026 and May 21, 2026, the Company reported (i) stockholders’ equity of $3.8 million as of December 31, 2025, (ii) stockholders’ deficit of $(1.4) million as of March 31, 2026, and (iii) losses in three of its four most recent fiscal years ended December 31, 2025.

 

The NYSE American’s acceptance allows the Company to continue its listing on the NYSE American, subject to the Company achieving the milestones set forth in the Compliance Plan and being subject to quarterly review by the NYSE American. The Company is subject to a maximum period of 18 months from the original notice of noncompliance to regain compliance.