v3.26.3
Note 10 - Subsequent Events
3 Months Ended
Mar. 31, 2026
Notes to Financial Statements  
Subsequent Events [Text Block]

NOTE 10 — SUBSEQUENT EVENTS

 

On April 1, 2026, the Company issued a convertible promissory note in the aggregate principal amount of $1,200,000 to White Lion in exchange for $1,128,000 in cash from White Lion with a maturity date of July 1, 2027 which bears interest at 5.0%. White Lion has the right, at any time until complete satisfaction of the amounts owed under the Initial Note, to convert any amounts owed under the Initial Note into Class A Common Stock of the Company at a conversion price equal to the greater of: (i) $0.15 or (ii) the lower of (A) the Fixed Conversion Price (as defined below) or (B) 90% multiplied by the lowest closing price of the Common Stock during the ten (10) Trading Days prior to the subject Conversion Date (representing a discount rate of 10%), provided however, in the event that such Conversion Price would be less than $0.15 per share (the “Floor Price”), in any instance, then the applicable Conversion Price for such conversion shall be equal to the Floor Price. “Fixed Conversion Price” means the lower of (x) $1.25 (or, if such date is not a Trading Day, then the first Trading Day thereafter), or (y) the closing price of the Common Stock on the ninetieth (90th) day (or, if such date is not a Trading Day, then the first Trading Day thereafter) following the Issue Date. The conversion price shall be automatically adjusted equitably for stock splits, stock dividends or rights offerings by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, as well as combinations, recapitalization, reclassifications, extraordinary distributions and similar events. At no time may White Lion hold or be required to take more than 4.99% (or up to 9.99% at the election of White Lion pursuant to the Initial Note) of the outstanding Class A Common Stock.

 

On April 16, 2026, the Company, received an official notice of noncompliance (the “Notification”) from NYSE Regulation stating that the Company is not in compliance with NYSE American LLC (“NYSE American”) continued listing standards due to the failure to timely file the Company’s Form 10-K for the year ended December 31, 2025 (the “Annual Report”) by the filing due date of April 15, 2026. In accordance with Section 1007 of the NYSE American Company Guide, the Company had until October 15, 2026 (the “Initial Cure Period”), to file the Annual Report with the SEC. The Company filed its Form 10-K on September 28, 2026 within the Initial Cure Period.