Subsequent Events |
12 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Subsequent Events | |
| Subsequent Events | 22. Subsequent Events The Company has evaluated all events subsequent to the balance sheet date through the date of filing this Annual Report. During this period, there were no material subsequent events requiring disclosure except as discussed below. 2025 Pre-Funded Warrants During the first quarter of fiscal year 2027, 2025 Pre-Funded Warrants to purchase an aggregate of 8,543,695 shares of Common Stock were exercised for proceeds of approximately $8,544. Series H Warrants During the first quarter of fiscal year 2027, Series H Warrants to purchase 65,000 shares of Common Stock were exercised whereby the holder elected to receive 65,000 shares of Common Stock for gross proceeds of approximately $46,000. Stock Option Issuance – 2023 Plan During the first quarter of fiscal year 2027, the Company granted stock options under the 2023 Plan to an employee to purchase up to 7,200 shares of Common Stock at an exercise price of $1.75 per share. The options vest 25% on the anniversary of the grant date and then in equal quarterly installments over a 36-month period and expire on the anniversary of the grant date. Stock Option Issuance – Employment Inducement Grant On July 31, 2026, the Company granted an employment inducement option award to an officer, outside of the 2023 Plan as a material inducement to such officer’s employment with the Company, to purchase up to 430,000 shares of Common Stock at an exercise price of $1.40 per share. The options vest 25% on the one-year anniversary of the grant date and then in equal quarterly installments over a 36-month period and expire on the anniversary of the grant date. AstralBio Amylin License On August 27, 2026, the Company entered into an exclusive license agreement related to Amylin (the “Amylin License Agreement”) with AstralBio, pursuant to which AstralBio has licensed to the Company, on a worldwide exclusive basis and with the right to grant sublicenses, under the AstralBio Licensed Patents (as defined in the Amylin License Agreement) and AstralBio Licensed Know-How (as defined in the Amylin License Agreement) the right to Develop, Manufacture and Commercialize and otherwise exploit any product directed to Amylin that contains the licensed antibody targeting Amylin, for research, diagnosis, treatment, prevention, or management of any disease or medical condition worldwide (the “Amylin Licensed Product”). All capitalized terms herein have the definitions assigned to them in the Amylin License Agreement unless otherwise defined herein. The Company is solely responsible for all decisions related to the launch, sales and marketing and promotion of Amylin Licensed Product in its discretion, subject to the terms of the Amylin License Agreement, and for all costs for all activities related to, the Development, Manufacture and Commercialization of the Amylin Licensed Product worldwide. In consideration for the rights and licenses granted by AstralBio to the Company in the Amylin License Agreement, the Company agreed to pay AstralBio (i) an upfront license fee in the amount of $750,000 within thirty days after the effective date of the Amylin License Agreement, and (ii) upon the occurrence of specified developmental and commercial milestones, including net sales, milestone payments of up to an aggregate of $28 million, which can be paid by cash or, provided the Company remains listed on the Nasdaq or another national stock exchange at the time of the payment, by issuing shares of its Common Stock, subject to approval of the issuance of any such shares by Nasdaq, and provided, however, in no event shall the Company issue to AstralBio pursuant to the Amylin License Agreement shares of its Common Stock resulting in AstralBio owning more than 19.9% of the total number of shares of our Common Stock outstanding as of the date of entering into the Amylin License Agreement. In the event the Company sublicenses an Amylin Licensed Product or a product that includes an Amylin Licensed Product, the Company will pay AstralBio a sublicense fee, which fee is a range of a low to mid-single-digit percentage based on the proceeds of the sublicense fees to a third party. The Amylin License Agreement will remain in effect at all times and thereafter, unless and until terminated earlier pursuant to the Amylin License Agreement. The Amylin License Agreement can be terminated (i) by the Company for any reason or no reason upon 45 days’ written notice to AstralBio; (ii) by either party upon written notice to the other party if the other party materially breaches the Amylin License Agreement and such breach is not cured to the reasonable satisfaction of the non-breaching party within 90 days of receipt of such written notice, subject to certain exceptions; (iii) by either party upon certain bankruptcy or insolvency events of the other party; and (iv) by either party if the other party or any sublicensee challenges the patentability, enforceability or validity of any claim related to any Patent or the secret and substantial nature of any Know-How, such Patent and/or Know-How being licensed to the party making the challenge, subject to certain exceptions as set forth in the Amylin License Agreement.
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