Note 9 - Stockholders' Equity |
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Jun. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Equity [Text Block] |
Note 9. Stockholders’ Equity
Common Stock
The Company has 200.0 million shares authorized as of June 30, 2026 and 2025. As of June 30, 2026, there were 122.5 million shares issued and 119.4 million shares outstanding. As of June 30, 2025, there were 115.8 million shares issued and 112.6 million shares outstanding.
Common stock purchase warrants issued in connection with long-term debt
On June 6, 2025, concurrently with its entry into the Financing Agreement, the Company issued detachable warrants to purchase the Company’s common stock to certain of its Warrant Holders under the Financing Agreement. The Warrant Holders were issued warrants to purchase (i) 17,180,710 shares of common stock with an exercise price of $1.68 per share, exercisable on and after December 7, 2025 and expiring on June 6, 2032 (the “June 2025 Premium Warrants”) and (ii) 6,247,531 shares of common stock with an exercise price of $0.01 per share ( “June 2025 Penny Warrants”) exercisable immediately and expiring on June 6, 2032. At the issuance date, the June 2025 Premium Warrants were valued at $13.1 million.
On December 15, 2025, concurrently with its entry into the Second Amendment, the Company issued detachable warrants to purchase the Company’s common stock to the Warrant Holders. The Warrant Holders were issued warrants to purchase (i) 3,062,726 shares of common stock with an exercise price of $1.50 per share, exercisable on and after June 16, 2026 and expiring on December 15, 2032 (the “December 2025 Super Premium Warrants”), (ii) 2,187,661 shares of common stock with an exercise price of $1.25 per share, exercisable on and after June 16, 2026 and expiring on December 15, 2032 (the “December 2025 Premium Warrants”), and (iii) 1,750,129 shares of common stock with an exercise price of $0.01 per share, which are exercisable immediately and expire on December 15, 2032 (the “December 2025 Penny Warrants”). At the issuance date, the December 2025 Super Premium Warrants and December 2025 Premium Warrants were valued at $3.7 million in aggregate.
On May 18, 2026, the Company accessed the Delayed Draw Loan and issued detachable warrants to purchase the Company’s common stock to the Warrant Holders. The Warrant Holders were issued warrants to purchase (i) 2,990,010 shares of common stock with an exercise price of $1.50 per share, exercisable on and after November 19, 2026 and expiring on May 18, 2033 (the “May 2026 Super Premium Warrants”), (ii) 2,135,721 shares of common stock with an exercise price of $1.25 per share, exercisable on and after November 19, 2026 and expiring on May 18, 2033 (the “May 2026 Premium Warrants”), and (iii) 1,708,577 shares of common stock with an exercise price of $0.01 per share, which are exercisable immediately and expire on May 18, 2033 (the “May 2026 Penny Warrants”). The June 2025 Premium Warrants, June 2025 Penny Warrants, the December 2025 Super Premium Warrants, the December 2025 Premium Warrants, the December 2025 Penny Warrants, the May 2026 Super Premium Warrants, the May 2026 Premium Warrants and the May 2026 Penny Warrants are collectively referred to as the “Warrants.” No Warrants were exercised as of June 30, 2026. At the issuance date, the May 2026 Super Premium Warrants and May 2026 Premium Warrants were valued at $0.7 million in aggregate.
The Company determined that the June 2025 Premium Warrants, December 2025 Super Premium Warrants, December 2025 Premium Warrants, May 2026 Super Premium Warrants, and the May 2026 Premium Warrants (collectively, the “Premium Warrants”) qualified as freestanding instruments that met all of the criteria for equity classification. The Premium Warrants were treated as a debt discount and will amortize the debt discount using the effective interest rate method over the life of the loan as interest expense. The Company determined that the June 2025 Penny Warrants, the December 2025 Penny Warrants, and the May 2026 Penny Warrants (collectively “Penny Warrants”) qualified for liability classification. The fair value of the Penny Warrants at the issuance date is recorded as a debt discount (see Note 6. Fair value Measurements, for more information). The Company will amortize the debt discount using the effective interest rate method over the life of the debt as interest expense.
The Warrants have certain anti-dilution protection provisions, including price protection anti-dilution protection in the event that the Company sells stock at a price below $1.00 per share in the case of the Penny Warrants, $1.25 per share in the case of the June 2025 Premium Warrants, $0.93 per share in case of the December 2025 Premium Warrants and the May 2026 Premium Warrants, and $1.12 per share in case of the Super Premium Warrants.
The Warrants and the shares of common stock issuable upon the exercise of such Warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be sold absent registration or an applicable exemption from the registration requirements of the Securities Act. Based in part upon the representations of each holder in each warrant, the offering and sale of each warrant is exempt from registration under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act.
On July 29, 2026, in connection with the Securities Purchase Agreement and Amendment No. 3 to the Financing Agreement, the Company entered into agreements with certain holders of the Warrants described above providing for the cancellation of such Warrants upon the closing of the Securities Purchase Agreement. Pursuant to Amendment No. 3 to the Financing Agreement, the Company issued additional warrants to such holders to purchase up to approximately 15.3 million shares of common stock at an exercise price of $0.01 per share. The Company will evaluate the accounting impact of the warrant modifications and replacement warrants upon closing of the transactions and will record any resulting accounting effects in the applicable reporting period. For additional information regarding the warrant modification transactions and related financing arrangements, see Note 16, Subsequent Events.
Common shares issued to Convertible Note holders
On June 5, 2025, the Convertible Noteholders agreed to Exchange approximately $82.0 million aggregate principal amount of the Convertible Noteholders’ existing Convertible Notes for (i) an aggregate of 8,881,579 Shares, valued at $1.52 per share based on the closing stock price on June 5, 2025, or $13.5 million in the aggregate and (ii) an aggregate cash payment of approximately $68.5 million. On June 11, 2025, the Exchange was consummated and the Company issued the Shares to the Convertible Noteholders. On their issuance date, the Shares were valued at $1.25 per share based on the closing stock price on June 11, 2025, or $11.1 million in the aggregate. The decrease in stock price from the agreement date to the issuance date resulted in a $2.4 million gain, which was recorded as a gain on extinguishment of debt. The Company paid approximately $0.4 million in fees to issue the common shares which was recorded as a permanent adjustment to paid-in-capital.
As noted above, the remaining $18.0 million aggregate principal amount of the Convertible Notes was paid off on the June 1, 2026 due date.
Accumulated Other Comprehensive Income (Loss)
The following table summarizes the changes in accumulated other comprehensive income (loss) by component (in thousands):
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