v3.26.3
Subsequent Events
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
Subsequent Events
17.Subsequent Events 

 

Warrant Modifications and Terminations

 

Funicular Funds, LP (“Funicular”) entered into a modification agreement, dated June 11, 2026, with the Company to modify the terms of the put option contained in the warrant for common stock issued to Funicular on July 15, 2025. The modification (i) extended the period during which Funicular could exercise the put option to require the Company to pay the Black Sholes value of the warrant on consummation of the merger on May 12, 2026, and (ii) Funicular further agreed not to exercise the put option until after August 5, 2026, exercisable for 30 days thereafter. On July 13, 2026, the Company issued 20,000 shares of common stock, as restricted stock, to Funicular in payment for the extension. Subsequently, the holder exercised the warrant on a cashless basis according to the cashless exercise provision in the warrant for 67,999 shares of common stock, calculated according to the formula set forth in the warrant, which exercise fully extinguished the warrant and the put option.

 

Armistice Capital Master Fund Ltd. (“Armistice”) entered into two modifications dated and June 11, 2026, and August 7, 2026, with the Company to modify the terms of the warrant for common stock issued to Armistice on July 15, 2025. The two modification agreements together (i) terminated the put option granted to Armistice to require the Company to pay the Black Sholes value of the warrant on consummation of the merger on May 12, 2026, (ii) revised the cashless exercise provision to be an automatic exercise for 350,000 shares of common stock on a non-formulaic basis, and (iii) permitted the Company, at its option, to extinguish the warrant in full, prior to it its automatic cashless exercise, for a fee of $1,750,000. The Company paid $300,000 to Armistice to modify its rights under the warrant. In a third modification dated August 11, 2026, Armistice paid the Company $1,400,000 to extinguish the Company’s right to extinguish the warrant, which would have prevented the automatic cashless exercise, and thus permitted the automatic cashless exercise on August 12, 2026. Under the automatic cashless exercise provision, the Company issued 350,000 shares on August 12, 2026, and the warrant was fully extinguished.

 

Amendment to Note Receivable Maturity Date

 

On August 12, 2026, the Company and Lagodivilla mutually agreed to extend the repayment date under the loan agreement dated April 3, 2026, to September 15, 2026, on which date the full principal of $1,800,000 plus accrued interest, will be repaid in full. All other terms of the loan agreement remain unchanged and in full force.