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Subsequent Events
3 Months Ended
Mar. 31, 2025
Subsequent Events  
Subsequent Events

Note 9 – Subsequent Events

 

Settlement of RSUs

 

On April 4, 2025, 31,667 RSUs previously granted to employees settled and resulted in the issuance of 28,867 shares of common stock. 2,800 shares of common stock were withheld for taxes and returned to the 2015 Plan.

 

On May 1, 2025, 297,340 RSUs previously granted to executive officers of the Company or its subsidiaries vested and resulted in the issuance of 248,908 shares of common stock. 48,432 shares of common stock were withheld for taxes and returned to the 2015 Plan.

 

On May 13, 2025, 350,000 RSUs previously granted to a consultant vested and resulted in the issuance of 350,000 shares of common stock.

 

Termination of 2022 EDA

 

Effective April 20, 2025, the Company terminated the 2022 EDA and no further sales of the Company's common stock will be made under the 2022 EDA. No additional sales of shares of the Company's common stock under the 2022 EDA were made between April 1, 2025 and April 20, 2025.

 

2025 ATM Sales Agreement

 

On April 22, 2025, the Company entered into a Capital On DemandTM Sales Agreement (the "2025 ATM Sales Agreement") with JonesTrading Institutional Services, LLC ("JonesTrading") to sell shares of the Company's common stock, with an aggregate offering price of up to $7.5 million, from time to time through an "at the market" offering pursuant to the Company's Registration Statement on Form S-3 filed November 8, 2024, as amended April 11, 2025 (File No. 333-283088) and declared effective April 18, 2025 (the "2024 Form S-3") through JonesTrading acting as the Company's agent. Although the Company is not obligated to sell any shares under the 2025 ATM Sales Agreement, from April 22, 2025 through May 1, 2025, the Company raised aggregate net proceeds (net of broker commissions and fees) of approximately $20,574 through the sale of 40,162 shares of its common stock pursuant to the 2025 ATM Sales Agreement.

 

Exercise of Pre-Funded Warrants

 

On May 1, 2025, a holder of Pre-Funded Warrants partially exercised such warrants and purchased 1,958,273 shares of the Company’s common stock, at an exercise price of $0.001 per share, resulting in gross proceeds to the Company of $1,958.27. The shares issued upon exercise of the Pre-Funded Warrants were registered pursuant to the 2025 Form S-1.

 

RSUs Cancellations

 

On April 1, 2025, 3,000 RSUs previously granted to a Company employee were cancelled and returned as authorized shares under the 2015 Plan upon resignation prior to vesting.

 

RSUs Granted

 

Effective May 5, 2025, the Company granted RSUs of 200,000 shares of common stock under the 2024 Plan to a consultant in exchange for services provided to the Company. These RSUs vest on May 13, 2025, subject to continued service by the consultant, and will result in total compensation expense of $100,020.

 

Debt Financing Transaction

 

On May 15, 2025, the Company entered into a Securities Purchase Agreement (the “SPA”) with Lind Global Asset Management XII LLC, a Delaware limited liability company (“Lind”).  Under the SPA, within ten (10) business days of signing, and subject to the satisfaction of certain closing conditions, the Company will receive $6,250,000 in funding from Lind in exchange for the issuance to Lind of a Senior Secured Convertible Promissory Note in the amount of $7,500,000 (the “Lind Note”) and a Common Stock Purchase Warrant for the purchase of 13,020,834 shares of the Company’s common stock at a price of $0.672 per share, subject to adjustment, and exercisable for 5 years (the “Lind Warrant”).  As additional consideration to Lind, the Company has agreed to pay a commitment fee in the amount of $218,750, which shall be paid by deduction from the funding to be received.

 

The Lind Note, which does not accrue interest, shall be repaid in eighteen (18) consecutive monthly installments in the amount of $416,666 beginning six months from the issuance date.  Lind may elect with respect to no more than two (2) monthly payments to increase the amount of such monthly payment up to $1,000,000 upon notice to the Company.  The monthly payments due under the Lind Note may be made by the issuance of common stock valued at the Repayment Share Price (as defined below), cash in an amount equal to 1.05 times the required payment amount, or a combination of cash and shares.  The “Repayment Share Price” is defined in the Lind Note as ninety percent (90%) of the average of the five (5) lowest daily VWAPs for our common stock during the twenty (20) trading days prior to the payment date.

 

The Lind Note may be converted by Lind from time to time at a price of $0.72 per share, subject to adjustment (the “Conversion Price”). The dollar amount of any conversions by Lind will be applied to toward upcoming Lind Note payments in reverse chronological order.  The Lind Note may be prepaid in whole upon written notice on any business day following thirty (30) days after the earlier to occur of (i) the resale registration statement for the shares underlying the Lind Note and Lind Warrant being declared effective by the Securities and Exchange Commission or (ii) the date that the shares issued pursuant to conversion of the Lind Note may be immediately resold under Rule 144 without restriction on the number of shares to be sold or the manner of sale; but in the event of a prepayment notice, Lind may convert up to one-third (1/3) of principal amount due at the lesser of the Repayment Share Price or the Conversion Price.