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DEFERRED OFFERING COSTS
3 Months Ended
Mar. 31, 2026
Deferred Offering Costs  
DEFERRED OFFERING COSTS

NOTE 4 – DEFERRED OFFERING COSTS

 

Agreement with Helena Global Investment Opportunities

 

On November 12, 2024, the Company entered into an agreement with Helena Global Investment Opportunities I LTD (“Helena”) pursuant to which the Company will have the right to issue and sell to Helena, from time to time, and Helena shall purchase from the Company, up to $30,000 of the Company’s shares of common stock (the “Equity Line of Credit”). The Equity Line of Credit became available to the Company after the Company filed a registration statement on Form S-1 registering the shares issuable under the Equity Line of Credit and such registration statement became effective. In exchange for the Equity Line of Credit, the Company is obligated to issue Helena a certain number of shares of common stock, calculated using $900 divided by the lowest one-day VWAP during the five trading days prior to entry into the agreement. As a result, the Company issued Helena 670,641 shares of its common stock valued at $1,377 on the date of issuance. The Company accounted for the value of the shares issued as deferred offering costs. The shares vested on the date of the agreement, were issued to Helena, and were subject to a “true up” based upon the value of the stock after the company filed and obtained effectiveness of the registration statement registering the ELOC shares for resale.

 

At December 31, 2025, the balance of the deferred offering costs relating to Helena was $1,091. During the three months ended March 31, 2026, no funds were raised under the ELOC, and as such, the Company did not amortize any of these costs. As of March 31, 2026, the balance of the deferred offering costs relating to Helena was $1,091, which costs will be amortized and recognized as cost of capital upon further issuances of common stock under the ELOC.

 

At the Market (ATM) Offering Agreement

 

In January 2026, the Company filed a shelf registration statement on Form S-3, registering up to $75,000 in aggregate securities and, in conjunction therewith, filed a prospectus supplement for the sale of up to $4,500 of common stock pursuant to an ATM Agreement (see Note 5). Deferred offering costs incurred relating to the ATM were $206 during the three months ended March 31, 2026. During the three months ended March 31, 2026, the Company amortized $18 of these costs, and as of March 31, 2026, the balance of the deferred offering costs relating to the ATM was $188. These costs will be amortized and recognized as cost of capital upon further issuances of common stock under the ATM.

 

As of March 31, 2026, the total balance of the deferred offering costs was $1,279.