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Note 20 - Subsequent Events
12 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Subsequent Events [Text Block]

Note 20. Subsequent Events

 

Issuance of Common Stock

 

In connection with the October 2024 Warrant Inducement Offer, shares were held in abeyance in the event that the exercise of the 2024 Existing Warrants would have otherwise caused a holder to exceed the beneficial ownership limitations set forth in the 2024 Existing Warrant. These Abeyance Shares are held as Pre-Funded Warrants until notice is received from the holder that the balance, or portion thereof, may be issued in compliance with the beneficial ownership limitations. On January 3, 2025, the Company released and issued 939,000 Abeyance Shares.

 

Amendment to the Amended and Restated Certificate of Incorporation

 

On January 13, 2025, at the Special Meeting of Stockholders of the Company, the stockholders approved an amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Amendment”) which included an increase in the authorized capital stock to 70 million shares, consisting of 60 million shares of common stock and 10 million shares of preferred stock.

 

Series K Warrants

 

On January 13, 2025, at the Special Meeting of Stockholders of the Company, the stockholders approved the issuance of up to 10,695,962 shares of the Company’s common outstanding stock, upon the exercise of the Series K Warrants. See Note 13, Equity Offerings for additional information over the Series K Warrants issued in connection with the October 2024 Warrant Inducement Offer.

 

2023 Equity Incentive Plan

 

On January 13, 2025, at the Special Meeting of Stockholders of the Company, the stockholders of the Company approved an additional 1.5 million shares of common stock for issuance pursuant to the Company’s 2023 Equity Incentive Plan.

 

On January 29, 2025, the Board approved the issuance of options to purchase a total of 1,627,500 shares of common stock to employees, consultants and non-employee directors with various vesting provisions, an exercise price of $0.42 per share and expiration date of January 29, 2035.  Included in the option issuance was a grant of 450,000 shares to Mr. Jenkins, the Company’s Executive Chairman and Chief Executive Officer, a grant of 50,000 shares to Mr. Jenkins’ daughter, the Company’s non-executive Chief Operating Officer, and a grant of 250,000 options to Marie-Claude Jacques, Chief Commercial Officer.

 

On January 31, 2025, the Board approved a restricted stock grant to a consultant of the Company pursuant to the Company’s 2023 Equity Incentive Plan.  The grant calls for the issuance of 100,000 shares of common stock of the Company through June 16, 2025.

 

Non-Plan Options

 

On January 3, 2025, the Board approved, as an inducement grant, the issuance of 500,000 non-plan options to the Chief Financial Officer of the Company to vest monthly over 3 years with an exercise price of $0.53 per share and expiration date of January 6, 2035.

 

PeriKard Acquisition

 

On January 14, 2025, the Company entered into a Membership Interest Purchase Agreement (“the Agreement”) with Cardiofront, LLC (“Seller”) to purchase the issued and outstanding membership interests of PeriKard, LLC, a wholly-owned subsidiary of Seller.  The primary purpose was to purchase patented technology for commercialization within the broader cardiac treatment/electrophysiology industry.  Pursuant to the Agreement, the Company issued 275,000 shares of its common stock to the Seller in exchange for 100% of the membership interests of PeriKard, LLC (“Acquisition”). Additional future royalty cash payments may be due to the Seller equal to 10% of aggregate future net sales activity of PeriKard’s pericardial access kits, to the extent the product is successfully commercialized, for five years from the acquisition’s closing date. This transaction closed on January 24, 2025.

 

The accounting for the Acquisition is incomplete due to the proximity of the closing date of the Acquisition to the date of this filing. As a result, the Company is unable to disclose certain information including the major classes of assets acquired and liabilities assumed, nor provisional fair value estimates of the identifiable net assets acquired. Due to its insignificant size relative to the Company, the Company does not expect to provide supplemental pro forma financial information of the combined entity for the current and prior reporting periods. The Company will recognize and provide additional disclosures regarding the Acquisition within its first quarter 2025 Quarterly Report on Form 10-Q.

 

Formation of New Subsidiary

 

On February 17, 2025, the Company incorporated Cardionomix, Inc. in Nevada.  Cardionomix, Inc. currently holds no assets and is inactive.