XML 34 R21.htm IDEA: XBRL DOCUMENT v3.26.1
SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2025
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 11. SUBSEQUENT EVENTS

 

On January 27, 2026, the Company, entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors (each, an “Investor”), pursuant to which the Company agreed to issue and sell to the Investors in a registered direct offering, an aggregate of 328,802 shares of Common Stock, at a price of $4.41 per share (the “Registered Direct Offering”) for gross proceeds of approximately $1.5 million before the deduction of placement agent fees and offering expenses. The closing of the Registered Direct Offering occurred on January 28, 2026.

 

In a concurrent private placement (the “Private Placement” and, together with the Registered Direct Offering, the “Offerings”), pursuant to the terms of the Purchase Agreement, the Company also agreed to issue and sell unregistered Series G warrants to purchase up to 328,802 shares of Common Stock (the “Series G Warrants”), and unregistered Series H warrants to purchase up to 328,802 shares of Common Stock (the “Series H Warrants”, and collectively with the Series G Warrants, the “Common Warrants”). The Common Warrants have an exercise price of $4.16 per share (subject to customary adjustments as set forth in the Common Warrants) and are exercisable immediately. The Series G Warrants will expire five years following the effective date of the Resale Registration Statement (defined below), and the Series H Warrants will expire 18 months following the effective date of the Resale Registration Statement. The Common Warrants contain customary anti-dilution adjustments to the exercise price, including for share splits, share dividends, rights offering and pro rata distributions. The Company has agreed to file a registration statement providing for the resale of the shares issuable upon the exercise of the Common Warrants and warrants issued to its placement agent within thirty calendar days after the closing date (the “Resale Registration Statement”). The Company filed the Resale Registration Statement on February 10, 2026, which was declared effective by the SEC on February 17, 2026.

 

On February 6, 2026, the Company filed a prospectus supplement to increase the ATM Agreement’s capacity by an additional $1,346,000 under the Company’s existing shelf registration statement. Under this agreement, the Company issued 497,200 shares on February 19, 2026 for net cash proceeds of $1.3 million.