Note 19 - Subsequent Events

6 Months Ended

Jun. 30, 2026

Notes to Financial Statements

Subsequent Events [Text Block]

19.   Subsequent  Events  

On July 31, 2026, the Company issued an aggregate of 1,287.8685 shares of Series A Preferred Stock, as partial consideration for the Milestone Payment in the amount of $750,000, relating to the validation of current inventory of materials for distribution and sales, to Statera and Avenue.

On July 31, 2026, in connection with the Milestone Payment, the Company entered into a securities purchase agreement with Avenue, pursuant to which the Company issued certain shares of Series A Preferred Stock as partial consideration for the Milestone Payment.

The securities purchase agreement provides certain registration rights related to the securities subject thereto. Specifically, the Company is required to prepare and file a resale registration statement with the U.S. Securities and Exchange Commission (the “SEC”) within 60 calendar days following the closing date, with respect to the resale of all of the shares of common stock of the Company underlying the Series A Preferred Stock issued thereunder.

Neither the shares of Series A Preferred Stock or the shares of common stock issuable upon conversion of the Series A Preferred Stock, are currently registered under the Securities Act and none of such shares may be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. The  shares of Series A Preferred Stock are subject to certain limitations of conversion, as further described in the Certificate of Designation of Series A Non-Voting Convertible Preferred Stock, including that a holder of Series A Preferred Stock is prohibited from converting shares of Series A Preferred Stock into shares of common stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (to be established by the holder between 4.9% and 19.9%) of the total number of shares of common stock issued and outstanding immediately after giving effect to such conversion.

On August 12, 2026, holders of our Series B convertible preferred stock converted an aggregate of 300 shares, which resulted in the issuance of 846,666 shares of common stock. On August 12 and August 13, 2026, holders of our Series C convertible preferred stock converted an aggregate of 5,600 shares, which resulted in the issuance of 16,145,457 shares of common stock. Subsequent to the stock issuances, there were a total of 22,189,739 shares of our common stock issued and outstanding.