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Subsequent Events
6 Months Ended
Jun. 30, 2024
Subsequent Events [Abstract]  
Subsequent Events
22.
Subsequent Events

The Company has evaluated subsequent events through the financial statement issuance date, pursuant to ASC 855-10 Subsequent Events.

 

Public Offering

On July 1, 2024, the Company commenced a best efforts public offering (the "Offering") of an aggregate of (i) 210,000 shares of common stock, par value $0.0001 per share of the Company, (ii) pre-funded warrants to purchase up to an aggregate of 2,626,880 shares of Common Stock, (iii) Series A-1 warrants to purchase up to an aggregate of 2,836,880 shares of Common Stock, and (iv) Series A-2 warrants to purchase up to an aggregate of 2,836,880 shares of Common Stock. The public offering price for each Share and accompanying Warrants was $1.41 (which is the last reported sale price of the Common Stock on The Nasdaq Capital Market on June 28, 2024), and the public offering price for each Pre-Funded Warrant and accompanying Warrants was $1.409. The Pre-Funded Warrants have an exercise price of $0.001 per share, are exercisable immediately and expire when exercised in full. Each Warrant has an exercise price of $1.41 per share and will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the Warrants. The Series A-1 Warrant will expire on the five-year anniversary of the initial issuance date. The Series A-2 Warrant will expire on the eighteen-month anniversary of the initial issuance date.

The net proceeds of the Offering, after deducting the fees and expenses of the Placement Agent (as defined below), described in more detail below, and other offering expenses payable by the Company, but excluding the net proceeds, if any, from the exercise of the Warrants, was approximately $3.4 million. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes. The Offering closed on July 2, 2024.

The Company, in connection with the Offering, agreed to issue to the Placement Agent or its designees warrants to purchase up to an aggregate of 212,766 shares of Common Stock (the "Placement Agent Warrants"). The Placement Agent Warrants have substantially the same terms as the Warrants issued and sold in the Offering, except that the Placement Agent Warrants have an exercise price of $1.7625 per share and expire on July 1, 2029.

 

Amendment to Bylaws

On July 3, 2024, the Board of Directors (the “Board”) of the Company approved and adopted an amendment to the Company’s Bylaws, as amended and restated on May 2, 2023 (the “Bylaws”). The amendment became effective as of the date approved by the Board. The Board amended the Bylaws to provide that the holders of thirty three and one third percent (33 1/3%) of the Company’s capital stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. The foregoing summary is qualified in its entirety by reference to the Bylaws of the Company, as Amended and Restated by the Board of Directors on July 3, 2024, a copy of which (marked to show changes from the Company’s Bylaws, as amended and restated on May 2, 2023) is attached hereto as Exhibit 3.1 and is incorporated in this Item 5.03 by reference.

 

Nasdaq Bid Price

The Company received a letter on July 8, 2024 from the Staff at Nasdaq Listings Qualifications stating that the Company has regained compliance with Listing Rule 5550(a)(2), which specifies rules regarding a minimum bid price of $1.00.

 

Nasdaq Stockholders' Equity Requirement

On August 6, 2024, the Company received a letter from the Panel stating that the Panel has determined to grant the request of the Company to continue its listing on the Nasdaq Stock Market until November 14, 2024. The Company’s continued listing is subject to the condition that on or before November 14, 2024, i) the Company files a Form 10-Q for the period ending September 30, 2024, describing the transactions undertaken by the Company to achieve compliance and demonstrate long-term compliance with the Equity Rule and provide an indication of its equity following those transactions; and ii) the Company provides the Panel with income projections for the next 12 months.