COMMON STOCK |
6 Months Ended | |||||||||
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Jun. 30, 2026 | ||||||||||
| Equity [Abstract] | ||||||||||
| COMMON STOCK | Note 12 COMMON STOCK
The Company is authorized to issue shares of Common Stock. As of June 30, 2026, the Company had shares of Common Stock issued and outstanding. All share amounts presented herein reflect the 1-for-30 reverse stock split effected on July 6, 2026, which did not change the number of authorized shares or the par value per share. See Note 21.
Equity Purchase Facility Agreement
On May 22, 2026, the Company entered into an Equity Purchase Facility Agreement ("EPFA") with an institutional investor pursuant to which the Company has the right, but not the obligation, to issue and sell up to $100 million of newly issued shares of common stock (the "Advance Shares") to the investor over a 24-month commitment period commencing on the EPFA date, at the Company's sole discretion and without any mandatory minimum amount or non-usage fee.
The investor's ownership is limited to 4.99% of outstanding shares, and increasable to 9.99% upon 61 days’ notice. Absent stockholder approval under Nasdaq rules, aggregate shares issuable under the EPFA may not exceed % of shares outstanding as of the EPFA date. During the Additional Issuance Restricted Period defined in the EPFA, the investor has a right of first refusal on subsequent placements, and the Company is prohibited from entering into variable rate transaction defined in the EPFA, subject to customary exceptions.
The EPFA will terminate upon the earliest of (i) the 24-month anniversary of the EPFA, (ii) the investor's purchase of Advance Shares equal to the full $100 million commitment, or (iii) a material restatement of the Company's financial statements for two or more consecutive fiscal quarters.
In connection with the EPFA, the Company entered into a Registration Rights Agreement obligating it to file a registration statement with SEC covering resale of the Advance Shares. As of June 30, 2026, the Company had not delivered any advance notice and had not issued any shares or received any proceeds under the EPFA. On July 8, 2026, the Company filed a registration statement on Form S-3 with the SEC to register for resale up to shares of common stock (representing approximately $15 million based on the closing price on July 7, 2026) issuable under the EPFA.
Recent Issuance of Common Stock
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