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SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

21. SUBSEQUENT EVENTS

 

Promissory Note

 

On July 31, 2026, the Company sold and issued to WVP Emerging Manager Onshore Fund LLC - C/M Capital Series a promissory note in the principal amount of $0.4 million in exchange for a purchase price of $0.3 million, net of an original issue discount of $50,000. The note matures in 60 days, subject to acceleration provisions in connection with certain enumerated events of default. The note bears interest at a rate of 9% per annum.

 

Stockholders’ Equity

 

Common Stock

 

Subsequent to June 30, 2026, the Company sold 36,087 shares for gross proceeds of $37,912 in its registered at-the-market offering.

 

ELOC Agreement

 

Subsequent to June 30, 2026, the Company sold and issued a total of 113,045 shares of common stock for an aggregate purchase price of $0.1 million to the Purchaser.

 

2025 Equity Incentive Plan

 

Subsequent to June 30, 2026, the Company issued 8,947 shares of common stock to a member of the board of directors under the 2025 Plan in lieu of cash compensation of $10,916. In addition, the Company returned 20,000 restricted stock awards to the 2025 Plan upon the resignation of a member of the board of directors. The Company also released upon vesting 60,000 restricted stock units to certain members of the board of directors.

 

Related Party Transactions

 

In July 2026, the Company received a repayment from TYTL of $0.2 million that the Company advanced it in December 2025.

 

On July 28, 2026, the Company entered into a non-binding Letter of Intent (the “LOI”) with TYTL regarding a proposed business combination pursuant to which TYTL would merge with and into the Company in an all-stock transaction. The LOI is non-binding with respect to the proposed business combination, except for certain customary provisions, including exclusivity, confidentiality, and termination provisions. Under certain circumstances described in the LOI, a party may be required to pay a termination fee of $0.2 million or, under certain specified circumstances, TYTL may pay up to $0.5 million. Since Mr. Liuzza, the principal shareholder and Chief Executive Officer of the Company and is a principal shareholder of TYTL, the Company created a special committee of its Board of Directors, which is empowered to approve the proposed merger and make all decisions on behalf of the Company without further Board of Directors approval. 

 

On August 12, 2026, Mr. Liuzza invested an additional $0.5 million in the Company through a convertible note, which will automatically convert into shares of the Company’s common stock on August 19, 2026 at the higher of $1.50 per share or the average closing five-day VWAP during regular trading hours beginning August 12, 2026.