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Note 11 - Subsequent Events
9 Months Ended
Sep. 30, 2025
Notes to Financial Statements  
Subsequent Events [Text Block]

Note 11 Subsequent Events

 

Management has evaluated subsequent events through the date that the Company’s unaudited condensed consolidated financial statements were issued. Based on this evaluation, the Company has determined that no additional subsequent events have occurred, other than those noted below, which require disclosure through the date that these unaudited condensed consolidated financial statements were issued.

 

On October 3, 2025, Alpha exercised its right under the Securities Purchase Agreement to purchase an additional 2,000 shares of Series F convertible into 967,165 shares of common stock, in the aggregate, at a conversion price of $2.0679 and warrants to purchase up to 967,165 shares of common stock at an exercise price of $2.0679 per share for an aggregate purchase price of $2,00,000.

 

On October 6, 2025, Alpha exercised its right under the Securities Purchase Agreement to purchase an additional 1,000 shares of Series F convertible into 426,857 shares of common stock, in the aggregate, at a conversion price of $2.3427 and warrants to purchase up to 426,857 shares of common stock at an exercise price of $2.3427 per share for an aggregate purchase price of $1,000,000.

 

On November 5, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series G Convertible Preferred Stock (the “Series G Certificate of Designation”) with the Secretary of State of the State of Nevada in connection with the Purchase Agreement. Pursuant to the Series G Certificate of Designation, subject to the rights of holders of preferred stock of senior rank to the Series G Preferred Stock, holders of Series G Preferred Stock are entitled to receive dividends when and as declared by the board of directors of the Company. Except as otherwise required by law, the Series G Preferred Stock does not have voting rights. Following its issuance, the Series G Preferred Stock with a stated value of $1,000 is immediately convertible into shares of the Company’s Common Stock at an initial conversion price equal 25% of the minimum price (as defined in section 713(c) of the NYSE American LLC Company Guide) on the trading day immediately preceding the subscription date (the "Conversion Price"). The Conversion Price is subject to adjustment for additional preferred share issuances at the lesser of (i) the Conversion Price and (ii) the initial Conversion Price on the additional preferred shares. However, the Conversion Price shall not be less than $1.00.

 

On November 5, 2025, we executed a Securities Purchase Agreement (the “Purchase Agreement”) with Alpha and another investor (the “Buyers”), pursuant to which, subject to the terms and conditions set forth therein, the Company agreed to issue and sell to the Buyers an aggregate of up to 100,000 shares of the Company’s Series G Convertible Preferred Stock, $0.001 par value per share (the “Series G Preferred Stock”). Subject to the terms and conditions of the Certificate of Designation, the Series G Preferred Stock is convertible immediately upon issuance, at the Conversion Price defined above.  On November 5, 2025, (the “Initial Closing Date”), the Company agreed to sell, and the Buyers, severally and not jointly, agreed to purchase an aggregate of 12,000 shares of Series G Preferred Stock for gross proceeds of $12,000,000. Following the approval by the Company’s stockholders with respect to the transactions contemplated by the Purchase Agreement and the Certificate of Designation, including the issuance of all of the shares of the Company’s common stock, par value $0.001 per share, issuable upon conversion of the shares of the Series G Preferred Stock in accordance with the terms of the Purchase Agreement in excess of 19.99% of the issued and outstanding Common Stock on the Initial Closing Date, the Buyers may, subject to the terms and conditions of the Purchase Agreement, purchase up to a total aggregate of 88,000 shares of Series G Preferred Stock in addition to the 12,000 shares purchased on the Initial Closing Date.

 

On November 10, the Company executed the Security Purchase Agreement, receiving net cash proceeds of approximately $11,500,000 after the equity issuance cost of approximately $500,000. The company issued 12,000 shares of Series G Preferred Stock to the Buyers.

 

Subsequent to September 30, 2025, through the date of this filing, the Company has issued a total of 1,117,574 shares of Common Stock for the conversion of 2,185 shares of Series F Preferred Stock with a stated value of $1,000 per share at a conversion price of $1.23 and $2.0679, also, the Company has issued a total of 1,920,324 shares of Common Stock for the conversion of 2,362 shares of Series G Preferred Stock at a conversion price of $1.23.

 

Subsequent to September 30, 2025, through the date of this filing, the Company has issued a total of 300,000 shares of Common Stock for the conversion of warrants related to Series F Preferred Stock with an exercise price of $1.400 and received cash proceeds of $420,000.