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Note 18 - Subsequent Events
3 Months Ended
Mar. 31, 2025
Notes to Financial Statements  
Subsequent Events [Text Block]

Note 18. Subsequent Events

 

Cardionomic Asset Acquisition

 

On April 22, 2025, Cardionomix entered into a definitive asset purchase agreement with the assignor of Cardionomic (“Seller”) to purchase certain assets, which relate to late-stage treatment in development for acute decompensated heart failure (the “Purchased Assets”). On May 5, 2025, the transaction closed. At closing of the transaction, the Purchased Assets were acquired by Cardionomix, as is, in exchange for the issuance of 1,000,000 restricted shares of the Company’s $0.0001 par value common stock. Additionally, Cardionomix issued to the Seller a promissory note (the "Note”) in the amount of $1.5 million, with simple interest accruing at 4% per annum on the principal thereof and no interest or principal payable until the maturity date of the Note, which will be three years following issuance of the Note.

 

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 provisional fair value estimates of the identifiable net assets acquired. The Company will recognize and provide additional disclosures regarding the Acquisition within its second quarter Quarterly Report on Form 10-Q.

 

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 a portion thereof, may be issued in compliance with the beneficial ownership limitation. On  April 24, 2025, the Company released and issued 732,000 Abeyance Shares.

 

May 2025 PIPE

 

On May 12, 2025, the Company entered into a Securities Purchase Agreement (“Securities Purchase Agreement”) for a private placement with three institutional investors ( “May 2025 PIPE Financing”). Pursuant to the Securities Purchase Agreement, the Company sold an aggregate of (i) 1,500 PIPE Units and (ii) 1,500 additional shares of a new series of the Company’s preferred stock, designated Series B Convertible Preferred Stock, par value $0.0001 per share. Each PIPE Unit consists of: (i) one share of Series B Convertible Preferred Stock and (ii) Series L Warrants to purchase approximately 2,858 shares of Common Stock at an exercise price of $0.50 per share. The aggregate stated value of the 3,000 shares of Series B Convertible Preferred Stock issued was $3.0 million. As consideration for the PIPE Units and Series B Convertible Preferred Stock, the Company collected $1.5 million in cash and secured Convertible Promissory Notes of QHSLab, Inc. previously held by one of the investors (“QHSLab Notes”), before deducting placement agent fees and offering expenses of $0.2 million (collectively, the “Placement Agent Fees”).

 

Each Series L Warrant is exercisable when stockholders’ approval is obtained (“Stockholder Approval”) and expires 5.5 years thereafter. The Series L Warrants are convertible into an aggregate of 4,285,716 shares of the Company’s Common Stock and may be cashless exercised under certain circumstances. The exercise price of each Series L Warrant is subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting the Company’s Common Stock. The Series L Warrants are callable by the Company for $0.01 per share if the 20‑day volume‑weighted average price of the Company’s Common Stock exceeds $1.50 per share.

 

In connection with the May 2025 PIPE Financing, the Company also intends to issue Placement Agent Warrants to purchase an aggregate of 257,143 shares of Common Stock at an exercise price of $0.5425 per share to the Placement Agent. The Placement Agent Warrants will terminate 5 years from the date of issuance. Except for the exercise price and contract term, the Placement Agent Warrants will have substantially similar terms and conditions as those of the Series L Warrants.

 

The Series B Convertible Preferred Stock is convertible into an aggregate of 8,574,000 shares of the Company’s Common Stock at a fixed conversion rate of $0.35 per share, or approximately 2,858 shares of Common Stock per $1,000 of stated value. The holders may convert the Series B Convertible Preferred Stock at the earlier of (i) the date stockholder approval is obtained (“Stockholder Approval”) or (ii) the date the NYSE American listing application for the shares of Common Stock issuable upon conversion is approved. If the NYSE American listing application approval is obtained prior to Stockholder Approval, then the Series B Convertible Stock may only be converted up to 2,202,357 shares of Common Stock (19.99% of the Company’s outstanding common stock on the date of issuance of the Series B Convertible Preferred Stock). The Series B Convertible Preferred Stockholders participate in dividends paid to common stockholders on an as-converted basis and do not have any voting rights. The Series B Convertible Preferred Stockholders do not have a preference upon any liquidation, dissolution, or winding-up of the Company.

 

Subject to limited exceptions, the holders of Series L Warrants, Placement Agent Warrants, and Series B Convertible Preferred Stock will not have the right to exercise any portion of their Series L Warrants or Placement Agent Warrants and convert any portion of their Series B Convertible Preferred Stock if the holder (together with such holder’s affiliates) would beneficially own a number of shares of common stock in excess of 4.99% of the shares of Common Stock then outstanding (the “Beneficial Ownership Limitation”). At the holder’s option, the holder may increase the beneficial ownership limitation to 9.99% of the shares of Common Stock then outstanding, with any such increase becoming effective upon 61 days’ prior notice to the Company.

 

Mercer Street Global Opportunity Fund, LLC (“Mercer”) transferred the QHSLab Notes, which are currently in default, as partial consideration for the PIPE Units and Series B Convertible Preferred Stock issued by the Company under the Assignment Agreement dated May 12, 2025. One QHSLab Note was originally issued on August 10, 2021 with a principal amount of $806,000, had a maturity date of August 10, 2022, and an interest rate of 5% per annum (“2021 Note”), a default interest rate of 18%, and a conversion rate of 20 cents per share of common stock of QHSLab. The second QHSLab Note was originally issued on July 19, 2022 with a principal amount of $440,000, had a maturity date of July 19, 2023, and interest rate of 5% per annum (“2022 Note”), a default interest rate of 18%, and conversion rate of 20 cents per share of common stock of QHSLab. The Company estimates that the approximate aggregate principal amount, plus all accrued but unpaid interest, fees and other amounts, owed by QHSLab under both Notes is equal to approximately $1.6 million; however, both Notes are currently in default, there can be no assurance that they will be paid in full or at all, and their valuation is uncertain.

 

In connection with the May 2025 PIPE Financing, the Company also entered into a registration rights agreement with the purchasers requiring the Company to register for resale the shares of common stock issuable upon the conversion of the Series B Convertible Preferred Stock and Series L Warrants. Failure to timely file, obtain the effectiveness of, or maintain the registration shall lead to an obligation to pay to the investors cash liquidated damages equal to 2% of each investor’s subscription amount for then outstanding securities for every 30-day period the lapse continues, with unpaid amounts accruing interest at 18% per annum after a specified grace period.