Stockholders’ Equity

12 Months Ended

Jun. 30, 2025

Equity [Abstract]

Stockholders’ Equity

14. Stockholders’ Equity

Preferred Stock

The Company’s amended and restated articles of incorporation authorize shares of preferred stock and provide that shares of preferred stock may be issued from time to time in one or more series. The Company’s board of directors (the “Board of Directors”) is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The Board of Directors is able to, without stockholder approval, issue shares of preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of the Board of Directors to issue shares of preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of the Company or the removal of existing management.

To date, the Company has authorized a total of 1,666,667 shares of preferred stock. Of this amount the Company has designated a total of 233,340 shares to four classes of preferred stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock. A description of each class of preferred stock is listed below.

Series A Preferred Stock

The Company has 33,334 shares of Series A Preferred Stock authorized with a par value of $0.001 per share. The Company had nil shares of Series A Preferred Stock issued and outstanding on June 30, 2025 and 2024.

Series B Preferred Stock

The Company has 133,334 shares of Series B Preferred Stock authorized with a par value of $10.00 per share. The Company had nil shares of Series B Preferred Stock issued and outstanding on June 30, 2025 and 2024.

Series C Preferred Stock

The Company has 66,667 shares of Series C Preferred Stock authorized with a par value of $10.00 per share. The Company had nil shares of Series C Preferred Stock issued and outstanding on June 30, 2025 and 2024.

Series D Preferred Stock

The Company has 5 shares of Series D Preferred Stock authorized with a par value of $0.001 per share. The Company had nil shares of Series D Preferred Stock issued and outstanding on June 30, 2025 and 2024.

Common Stock

In November 2024, the Company’s shareholders approved and adopted an amendment to the articles of incorporation to increase the number of authorized shares of the Company’s common stock from 80,000,000 to 250,000,000. As of June 30, 2025, the Company has 250,000,000 shares of common stock authorized, with a par value of $0.001 per share.

Fiscal year ended June 30, 2025

During the period, the Company issued 3,407,702 common shares upon vesting of share-based awards.

On July 22, 2024, the Board of Directors authorized and approved to extend the expiration date to April 30, 2025 for 600,000 certain warrants with an exercise price of $1.125 issued in connection with a previous equity offering which were previously scheduled to expire on October 31, 2024. Of the 600,000 warrants, 200,000 warrants are held by Ryan Melsert, Chief Executive Officer. The modification of the warrants resulted in incremental fair value of $0.1 million as of the modification date, of which less than $0.1 million was recognized as stock-based compensation expense for those warrants held by the Chief Executive Officer and the remainder as a deemed dividend per the requirements of ASC 815-40, “Derivatives and Hedging – Contracts in Entity’s Own Equity.” The Company utilized a Black-Scholes option-pricing model to determine the incremental fair value with assumptions including volatility of 100.47% and a risk-free rate of 5.06%.

On August 1, 2024, the Company agreed to sell in a private placement 53 Group A Units (defined below) to several accredited investors and 23 Group B Units to the Company’s new Chief Operating Officer, to an immediate family member of the Chief Executive Officer, and to two current employees, a portion of which was rescinded on November 12, 2024 (see Note 6), resulting in the sale of a total of only 18 Group A Units and 23 Group B Units in such private placement. Each “Group A Unit” consists of 25,000 shares of Common Stock, 25,000 Series A warrants with a five-year term to purchase Common Stock (“Series A Warrants”) and 25,000 Series B Warrants with an 18-month term to purchase Common Stock (collectively with the Series A Warrants, the “Warrants”) with a purchase price of $25,000 per Unit; each “Group B Unit” consists of 19,531 shares of Common Stock and 39,062 Series A Warrants with a five-year term and a purchase price of U.S. $25,000 per Unit. The Company received an initial payment of approximately $1.9 million but after the rescission retained only an aggregate purchase price of $1.0 million.

Upon issuance of the common stock and warrants in the private placement, the Company concluded that it had insufficient authorized shares to settle the warrants sold as well as certain previously issued warrants (see Note 13). As the warrants were therefore accounted for as derivative liabilities and remeasured at fair value each reporting period (see Note 13), the Company allocated the proceeds first to the warrants with any residual proceeds allocated to the common shares. A day-one loss is recognized to the extent the recognized fair value of common shares and warrants exceeds the proceeds received.

In February 2025, investors purchased 35 units at a purchase price of $25,000 per unit, with each unit consisting of 26,316 shares of common stock and 52,632 warrants to purchase common stock. The payable of $0.9 million previously included in accounts payable and accrued liabilities, as of December 31, 2024, for the return of the subscription agreement proceeds to these investors (see Note 6) was recognized in additional paid-in capital for the $0.9 million purchase price of the 35 units.

During the fiscal year ended June 30, 2025, the Company issued 4,220,986 common shares to the Note holders pursuant to the debt conversion option in lieu of cash payment of $3.6 million (see Note 12). The fair value of the common shares issued of $4.2 million was recorded in additional paid-in capital for this transaction.

During the fiscal year ended June 30, 2025, the Company recognized stock-based compensation expense of $14.7 million, which was an increase to additional paid-in capital of $13.9 million and an increase to the equity compensation liability of less than $0.1 million. Stock-based compensation expense also included $0.7 million related to the excess fair value related to warrants issued to the insiders and the incremental fair value from modification of certain warrants discussed above.

On November 13, 2024, the Company’s shareholders approved the Company’s 2024 Employee Stock Purchase Plan (the “2024 ESPP”). The 2024 ESPP provides the Company’s employees with the ability to contribute a portion of their earnings to purchase the Company’s shares of common stock. Pursuant to the terms of the 2024 ESPP, the Company’s executive officers and all of its other employees will be allowed to participate in the 2024 ESPP. During the period, employees purchased 389,349 shares under the 2024 ESPP with an aggregate purchase price of $0.3 million.

On December 23, 2024, the Company entered into a securities purchase agreement with two institutional investors including the Buyers for the purchase and sale of (i) 5,000,000 shares its common stock, and (ii) warrants exercisable for up to an aggregate of 5,000,000 shares of common stock for a combined offering price of $1.00 per share and accompanying warrant. The warrants have an exercise price of $1.10 per share, are exercisable immediately from the date of issuance and expire five years from the initial exercise date.

On December 27, 2024, the Company entered into another securities purchase agreement with two institutional investors including the Buyers for the purchase and sale of (i) 3,773,586 shares of its common stock, and (ii) warrants exercisable for up to an aggregate of 3,773,586 shares of common stock for a combined offering price of $2.65 per share and accompanying warrant. The warrants have an exercise price of $2.80 per share, will be exercisable immediately from the date of issuance and will expire five years from the initial exercise date. The Company received total proceeds from both December 2024 securities purchase agreements of $15.0 million, net of offering costs of $1.1 million, which were recorded to additional paid-in capital as the Company determined the warrants met the equity classification criteria.

The Company had the following potentially dilutive shares outstanding as of June 30:

	2025		2024
Convertible notes		9,501,948		769,342
Warrants		17,380,150		6,928,758
Share awards outstanding		8,583,466		3,428,604
Total potentially dilutive		35,465,564		11,126,704

Fiscal year ended June 30, 2024

During the period the Company issued 1,326 common shares that were previously listed as issuable as of June 30, 2023. These shares for professional services relate to previously earned board compensation.

During the period, the Company issued 1,306,480 common shares with an issuance date fair value of $5.3 million to executives, directors and employees pursuant to share award service and performance achievements. This included 171,500 RSUs granted upon election by officers of the Company to receive warrants and RSUs in lieu of cash bonuses.

On July 28, 2023, the Company recorded an increase of $0.2 million to stockholders’ equity for the change in fair value between the balance sheet date of June 30, 2023 and the fair value on the date the shares were returned. These shares were pursuant to the Company modifying its building purchase agreement to nullify a $1.5 million indemnification requirement and reclaim 128,205 shares that it had previously issued to the Selling Stockholder (See Note 6).

During the period, the Company filed prospectus supplements related to the offer and sale from time to time of up to 8,666,667 common shares directly by the Company at market prices, to Tysadco Partners, LLC, a Delaware limited liability company (“Tysadco”), pursuant to the terms of written sales agreement(s) (“Tysadco Agreement”). Pursuant to the Tysadco Agreement, the Company may offer and sell up to 8,666,667 common shares of the Company at a purchase price of 95% of the weighted-average price, with a minimum request of 33,333 shares. During the period, the Company sold 8,209,262 common shares for total proceeds of $27.8 million, of which $1.5 million is recorded as a subscription receivable offset within equity on the consolidated balance sheet at June 30, 2024. During the year ended June 30, 2025, the Company recorded a credit loss of $1.5 million against the outstanding subscription receivable balance. The credit loss reflects management’s assessment that the receivable is no longer collectible. Accordingly, the Company reduced the carrying value of the subscription receivable and recognized the corresponding loss as a credit loss expense within other income (expenses) on the Statement of Operations.

On April 3, 2024, the Company entered into an ATM sales agreement with Virtu Americas LLC, pursuant to which the Company may offer and sell, from time to time through the sales agent, shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, having an aggregate offering price of up to $50,000,000, subject to the terms and conditions of the Sales Agreement. The Company has filed a prospectus supplement to its registration statement on Form S-3 (File No. 333-252492) offering the Shares. During the period, the Company sold 9,109,573 common shares for total proceeds of $12.1 million, of which $0.6 million is recorded as a subscription receivable on the consolidated balance sheet at June 30, 2024.

During the period, the Company issued 45,545 common shares pursuant to cashless exercise of 50,000 share purchase warrants exercised as of June 30, 2023. During the period, the Company received cash proceeds of $37,500 pursuant to 33,334 share purchase warrants. Also, during the period, the Company issued 39,883 common shares pursuant to cashless exercise of 66,667 share purchase warrants.

During the period, the Company recognized stock-based compensation expense of approximately $14.6 million, which was an increase to additional paid-in capital of approximately $14.2 million and an increase in the equity compensation liability of $0.4 million. Stock-based compensation in additional paid-in capital also includes $0.3 million of bonuses settled in equity awards in lieu of cash. Of total stock-based compensation, approximately $7.5 million was recognized for officers and directors of the Company.