XML 101 R16.htm IDEA: XBRL DOCUMENT
v3.25.3

Subsequent Events | 9 Months Ended
--- | ---
Sep. 30, 2025
Subsequent Events |
Subsequent Events | No te 9 – Subsequent Events Settlement of RSUs On October 4, 2025, 282,659 RSUs previously granted to various employees vested and resulted in the issuance of 216,966 shares of common stock with 65,693 shares of common stock withheld for taxes. On October 6, 2025, 5,000 RSUs previously granted to a consultant vested and resulted in the issuance of 5,000 shares of common stock. On November 1, 2025, 101,700 RSUs previously granted to executive officers of the Company or its subsidiaries vested and resulted in the issuance of 81,867 shares of common stock with 19,833 shares of common stock withheld for taxes. On November 6, 2025, 133,334 RSUs previously granted to a director of the Company vested and resulted in the issuance of 133,334 shares of common stock. 2025 Underwritten Offering On October 10, 2025, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Newbridge Securities Corporation (the “Underwriter”), relating to an underwritten public offering of 11,550,000 shares of the Company’s common stock, together with accompanying common stock purchase warrants to purchase up to an aggregate of 11,550,000 shares of Common Stock (the “Closing Warrants”). Each share of common stock was offered and sold together with an accompanying common stock warrant to purchase one share of common stock at a combined offering price to the public of $0.52, including $0.01 per common stock warrant, less an underwriting discount of 7.0% (the “Offering”). Pursuant to the terms of the Underwriting Agreement, the Company also granted the Underwriter a 30-day option (the “Over-Allotment Option”) to purchase up to an additional 1,732,500 shares of common stock (the “Option Shares”), as well as accompanying common stock purchase warrants to purchase up to an aggregate of 1,732,500 shares of common stock (the “Option Warrants” and collectively with the Closing Warrants, the “Warrants”) at the same combined offering price to the public. On November 7, 2025, the Company and the Underwriter entered into an amendment to the Underwriting Agreement (the “Amendment”), to modify the terms of the Over-Allotment Option. The Amendment permits the Underwriter, in its sole discretion, to exercise the Over-Allotment Option with respect to solely Option Shares, solely Option Warrants, or any combination thereof, rather than only as a combined exercise for both Option Shares and Option Warrants together. Concurrently with the execution of the Amendment, the Underwriter exercised its Over-Allotment Option to purchase 1,194,000 Option Shares and 1,732,500 Option Warrants at the price to public as in the Offering, allocated as $0.51 per share and $0.01 per warrant, less an underwriting discount of 7.0%. The Warrants have an exercise price of $0.60 per share, subject to adjustment as provided for therein, are exercisable immediately and are exercisable for a period of five years from the closing of the Offering. The Warrants may only be exercised on a cashless basis if there is no registration statement registering, or the prospectus contained therein is not available for, the issuance of the shares underlying the Warrants to the holder. The Company is prohibited from effecting an exercise of any Warrants to the extent that such exercise would result in the number of shares of Common Stock beneficially owned by such holder and its affiliates exceeding 4.99% (or 9.99% at election of the holder) of the total number of shares of common stock outstanding immediately after giving effect to the exercise, which percentage may be increased or decreased at the holder’s election not to exceed 9.99%. The Company also entered into a warrant agent agreement with the Company’s transfer agent, VStock Transfer LLC (the “Warrant Agent”), to act as warrant agent for the Company, setting forth certain terms and conditions with respect to the Warrant Agent’s service as warrant agent for the Warrants. The Company reimbursed the Underwriter for up to $100,000 of its reasonable, necessary, and documented out-of-pocket expenses incurred in connection with the Offering, including the fees and expenses of counsel to the Underwriter. Pursuant to the Underwriting Agreement, the Company also issued to the Underwriter warrants to purchase up to an aggregate 929,775 shares of common stock, or 7.0% of the number of Shares sold in the Offering, assuming the overallotment option is exercised in full (the “Underwriter Warrants”), at an exercise price of $0.63 per share. The Underwriter Warrants are in substantially the same form as the Warrants and are exercisable at any time during the period commencing six months after their issuance and expire five years after the date of the closing of the Offering. In connection with the Underwriter’s exercise of the Over-Allotment Option, the Company issued to the Underwriter an additional 83,580 Underwriter Warrants, or 7.0% of the number of 1,194,000 Option Shares sold in the Over-Allotment Option. The Offering is being made pursuant to the 2025 Form S-3. Certain directors and officers agreed to purchase an aggregate of 254,229 shares and accompanying warrants in the Offering on the same terms offered to the public. The Offering closed on October 14, 2025. Net proceeds to the Company from the Offering were approximately $5.4 million after deducting estimated Offering expenses payable by the Company and assuming no exercise of the Warrants. Following the Underwriter’s partial exercise of the Over-Allotment Option and purchase of the Option Shares and Option Warrants on November 7, 2025, the Company received an additional $582,426 in net proceeds after deducting expenses payable.

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