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Stockholders' Equity
 12 Months Ended
Jun. 30, 2025
Federal Home Loan Banks [Abstract]  
Stockholders' Equity

Note 10. Stockholders’ Equity

Equity Transactions

Shelf Registration Statement

We have a shelf registration statement (February 2024 Shelf Registration Statement) that permits us to sell, from time to time, up to $100.0 million of common stock, preferred stock, warrants rights and units. The February 2024 Shelf Registration Statement was filed February 20, 2024 and declared effective February 28, 2024.

At-The-Market Equity Offering

On February 20, 2024, we entered into a capital on demand sales agreement (the On Demand Sales Agreement) with JonesTrading Institution Services LLC, pursuant to which we can offer and sell shares having an aggregate offering price of up to $25.0 million (the ATM Program). As of January 2, 2024, the date used under applicable rules of the SEC to determine our public float at the commencement of the offering, one-third of our public float was equal to approximately $9.9 million. We did not offer or sell any shares of our Common Stock (as defined below) under the On Demand Sales Agreement. Effective July 21, 2025, we terminated the On Demand Sales Agreement. On July 22, 2025, we entered a new Sales Agreement (as defined in Note 15. Subsequent Events), in conjunction with the closing of the Offering (as defined in Note 15. Subsequent Events), see Entry into a New Sales Agreement discussion within Note 15. Subsequent Events for details related to the Sales.

As discussed Note 15. Subsequent Events, between the SPA Closing date (as defined in Note 15. Subsequent Events) and September 19, 2025, we issued and sold 882,924 shares of our Common Stock (as defined below) for aggregate proceeds, net of the underwriter's commission of $4.6 million, through our ATM Program.

Cooperation Agreement and Cash Dividend

The Cooperation Agreement, among other non-financial related items, provided for a capital return to stockholders in the form of a dividend in the amount of $1.75 per share of Common Stock (as defined below) that was declared on November 6, 2023 to stockholders of record at the close of business on November 17, 2023. The total dividend of $11.7 million was paid on December 6, 2023 and was recorded as a reduction of additional paid-in capital in the consolidated statements of stockholders' equity, as we have an accumulated deficit, rather than retained earnings. Effective July 22, 2025, in conjunction with the closing of the Offering (as defined in Note 15. Subsequent Events), the parties to the Cooperation Agreement mutually agreed to terminate such Cooperation Agreement.

 

Rights Agreement

On October 1, 2023, our Board approved and adopted a rights agreement (Rights Agreement) by and between us and Computershare, Inc., as Rights Agent (as defined in the Rights Agreement). Pursuant to the Rights Agreement, the Board declared a dividend of one preferred share purchase right (each, a Right) for each outstanding share of our Common Stock (as defined below), par value $0.00000002 (each a Common Share and collectively, the Common Shares). The Rights were distributable to stockholders of record as of the close of business on October 12, 2023. The Rights and the Rights Agreement expired at the close of business on September 30, 2024. No rights were redeemed or exchanged under the Rights Agreement.

Warrants

As of June 30, 2025, we have outstanding warrants to purchase 102,513 shares of our Common Stock (as defined below) issued to Torreya Partners LLC. The warrants are fully vested, exercisable at a price of $6.80 per share and expire in October 2027. During the fiscal years ended June 30, 2025 and 2024, no warrants were exercised.

On July 22, 2025, in conjunction with the closing of the Offering (as defined in Note 15. Subsequent Events), we issued the following warrants:

 

 

Number of
Warrants Outstanding

 

 

Exercise Price

 

 

Initial Exercise Date

 

Expiration Date

Asset Manager Warrants

 

 

 

 

 

 

 

 

 

 

Tranche 1

 

 

584,795

 

 

$

3.42

 

 

July 22, 2025

 

July 22, 2030

Tranche 2

 

 

292,398

 

 

$

3.93

 

 

July 22, 2025

 

July 22, 2030

Tranche 3

 

 

292,398

 

 

$

4.62

 

 

July 22, 2025

 

July 22, 2030

Tranche 4

 

 

292,398

 

 

$

5.13

 

 

July 22, 2025

 

July 22, 2030

Strategic Advisor Warrants

 

 

438,597

 

 

$

4.10

 

 

July 22, 2025

 

July 22, 2030

Placement Agent Warrants

 

 

1,169,591

 

 

$

4.10

 

 

July 22, 2025

 

July 22, 2030

Total warrants

 

 

3,070,177

 

 

 

 

 

 

 

 

Pre-Funded Warrants

In conjunction with the closing of the Offering (as defined in Note 15. Subsequent Events), we issued 6,022,869 Pre-Funded Warrants (as defined in Note 15. Subsequent Events) to an investor that participated in the Offering. The Pre-Funded Warrants are immediately exercisable and have an exercise price of $0.0001. In July 2025, Pre-Funded Warrants for the purchase of 2,084,509 shares of Common Stock (as defined below) were exercised for a de minimis amount of cash proceeds. As of September 23, 2025, we issued 2,807,967 shares of Common Stock (as defined below) upon cashless exercises of 2,808,070 Pre-Funded Warrants.

On September 24, 2025, as payment of the annual Asset-based Fee under the Asset Management Agreement, we issued to GSR, 546,348 Pre-Funded Warrants with an exercise price of $0.0001 per share. Subject to the limitations on exercise set forth in the warrant agreement, the Pre-Funded Warrants may be exercised at any time until they are exercised in full.

Description of Capital Stock

Our total authorized share capital is 226,100,000 shares consisting of 226,000,000 shares of common stock, $0.00000002 par value per share (Common Stock) and 100,000 shares of preferred stock, $0.01 par value per share.

Common Stock

The holders of Common Stock are entitled to one vote per share. In the event of a liquidation, dissolution or winding up of our affairs, holders of the Common Stock will be entitled to share ratably in all our assets that are remaining after payment of our liabilities and the liquidation preference of any outstanding shares of preferred stock. All outstanding shares of Common Stock are fully paid and non-assessable. The rights, preferences and privileges of holders of Common Stock are subject to any series of preferred stock that we have issued or that we may issue in the future. The holders of Common Stock have no preemptive rights and are not subject to future calls or assessments by us.

In conjunction with the closing of the Offering (as defined in Note 15. Subsequent Events), we issued 23,216,898 shares of Common Stock at $3.42 per share, for net cash proceeds of $92.1 million.

Preferred Stock

Our Board has the authority to issue up to 100,000 shares of preferred stock with a par value of $0.01 per share in one or more series and to fix the rights, preferences, privileges and restrictions in respect of that preferred stock, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption (including sinking fund provisions), redemption prices and liquidation preferences and the number of shares constituting such series and the designation of any such series, without future vote or action by the stockholders. Therefore, the Board, without the approval of the stockholders, could authorize the issue of preferred stock with voting, conversion and other rights that could affect the voting power, dividend and other rights of the holders of shares or that could have the effect of delaying, deferring or preventing a change of control. There were no shares of preferred stock outstanding as of June 30, 2025 and 2024.