XML 34 R26.htm IDEA: XBRL DOCUMENT
v3.26.1

Subsequent Events | 6 Months Ended
--- | ---
Jun. 30, 2026
Subsequent Events [Abstract] |
Subsequent events | 18. Subsequent events Non-Compliance with Covenants and Waiver and Amendment As described further in Note 11, “Debt”, we were not in compliance with the required minimum unrestricted cash covenant of $15.0 million pursuant to the Second Amendment as of June 30, 2026. We were also not in compliance with a required minimum direct tracker margin covenant for the three months ended June 30, 2026. On August 4, 2026, we entered into the Waiver with the Lenders in which the Lenders waived our noncompliance with the minimum unrestricted cash and minimum direct tracker margin covenants. The waiver covered the periods of noncompliance but did not cover our ability to comply with covenants in future periods. Equity Line of Credit On August 4, 2026, we entered into a Purchase Agreement with Lincoln Park to establish an equity line of credit of up to $20.0 million. Pursuant to the Purchase Agreement, Lincoln Park committed to purchase, at our direction from time to time, up to an aggregate of $20.0 million of our common stock, subject to the terms and conditions set forth in the Purchase Agreement. We also entered into a Registration Rights Agreement with Lincoln Park, pursuant to which we agreed to file with the SEC a registration statement covering the resale by Lincoln Park of the shares of common stock that have been and may be issued and sold to Lincoln Park under the Purchase Agreement, including the commitment shares described below, and to take such other actions as are reasonably necessary to maintain the effectiveness of such registration statement as provided in the Registration Rights Agreement. Under the terms of the Purchase Agreement, from and after the date on which the conditions to Lincoln Park’s purchase obligations have been satisfied, including that the registration statement described above is declared effective by the SEC and a final prospectus is filed with the SEC (the “Commencement Date”), we will have the right, but not the obligation, in our sole discretion to direct Lincoln Park to purchase shares of Common Stock from time to time over a period of up to 24 months for aggregate gross proceeds of up to $20.0 million. From and after the Commencement Date, on any business day on which the closing sale price of the Common Stock is not below $1.00 per share, we may, by written notice, direct Lincoln Park to purchase up to 20,000 shares of Common Stock (a “Regular Purchase”), which amount may be increased to up to 30,000 shares of Common Stock if the closing sale price is not below $2.00 per share, up to 40,000 shares of Common Stock if the closing sale price is not less than $3.00 per share of Common Stock, and up to 50,000 shares if the closing sale price is not below $4.00 per share of Common Stock, in each case subject to a maximum dollar amount of $1.0 million per Regular Purchase. The purchase price per share for each Regular Purchase will be equal to 97% of the lower of (i) the lowest sale price of the Common Stock on the applicable purchase date and (ii) the average of the three lowest closing sale prices of the Common Stock during the ten consecutive business days immediately preceding the applicable purchase date. In addition, if we direct Lincoln Park to purchase the maximum number of shares permitted in a Regular Purchase on an applicable purchase date, then, in addition to such Regular Purchase and subject to the satisfaction of certain conditions and limitations set forth in the Purchase Agreement, we may also direct Lincoln Park to purchase additional shares of Common Stock in an accelerated purchase (an “Accelerated Purchase”) on the following business day. For an Accelerated Purchase, Lincoln Park will purchase the lesser of (i) three times the regular purchase share limit for the corresponding Regular Purchase and (ii) 30% of the trading volume on the Accelerated Purchase date as specified in the Purchase Agreement, at a purchase price per share equal to the lower of 97% of (x) the closing sale price on the Accelerated Purchase date and (y) the volume-weighted average price during the measurement period specified in the Purchase Agreement for such date. Subject to satisfaction of the applicable conditions, we may direct multiple Accelerated Purchases in a single trading day. In addition, the Purchase Agreement prohibits the Company from directing Lincoln Park to purchase any shares of Common Stock if such shares, when aggregated with all other shares then beneficially owned by Lincoln Park and its affiliates, would result in Lincoln Park beneficially owning more than 4.99% of the outstanding shares of Common Stock, which beneficial ownership cap may be increased by Lincoln Park to up to 9.99% upon 61 days’ prior written notice to the Company. Additionally, unless otherwise approved by our stockholders, we may not issue shares of Common Stock under the Purchase Agreement in excess of 19.9% of our common stock outstanding on August 4, 2026. As consideration for Lincoln Park’s commitment to purchase shares under the Purchase Agreement, on the date of the Purchase Agreement we issued to Lincoln Park 60,145 shares of Common Stock as commitment shares.

X
- References No definition available. + Details
Name: | us-gaap_SubsequentEventsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
Name: | us-gaap_SubsequentEventsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration