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Note 15 - Subsequent Events
6 Months Ended
Jun. 30, 2025
Notes to Financial Statements  
Subsequent Events [Text Block]

15. Subsequent Events

 

The Company evaluates and discloses subsequent events as required by FASB ASC Topic No. 855, Subsequent Events. The Topic establishes general standards of accounting for and disclosure of events that occur after the balance sheet date, but before the financial statements are issued or are available to be issued. Subsequent events have been evaluated as of the date of this filing and no further disclosures are required.

 

On July 18, 2025, the Company announced the closing of a registered direct offering of 1,612,903 of Common Stock for $0.93 per share and concurrent private placement of unregistered warrants to purchase an equal number of shares of the Company's Common Stock with certain institutional and accredited investors, which resulted in gross proceeds to the Company of approximately $1.5 million, prior to offering fees and transaction expenses. The registered offering and concurrent private placement were approved by the Company's Board of Directors and a special Pricing Committee thereof. The warrants issued to the investors in the concurrent private placement have an exercise price of $1.20 per share (subject to certain downward pricing adjustments, including anti-dilution protection), are immediately exercisable and will expire five years after issuance.  However, pursuant to the securities purchase agreement between the company and the investors relating to the registered offering and concurrent private placement dated July 17, 2025, an investor’s right to exercise the warrants, and the Company’s ability to issue shares upon exercise, is subject to certain limitations set forth in the purchase agreement pursuant to which the warrants were issued, including a limit on the number of shares that may be issued until the time, if any, that the Company’s stockholders have approved the issuance of more than 19.9% of the Company’s outstanding shares of common stock pursuant to the registered offering and concurrent private placement in accordance with Nasdaq listing standards. The Company has agreed to seek stockholder approval of these matters at a meeting to be held no later than October 17, 2025.  The Company has agreed to file a registration statement with the SEC registering the resale of the shares of common stock issuable upon exercise of the unregistered warrants issued in connection with the private placement concurrent with the registered offering.  Pursuant to the terms of an engagement letter previously entered into on June 19, 2025 by the Company with Chardan Capital Markets LLC (“Chardan”), the Company paid Chardan a cash fee equal to 6.5% of the total gross proceeds from the registered offering and concurrent private placement in connection with its service as a financial advisor to the Company for the offerings.