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Note 13 - Equity
 6 Months Ended
Jun. 30, 2025
Notes to Financial Statements  
Equity [Text Block]

NOTE 13: EQUITY 

 

 

a.

Shares 

 

On February 13, 2025, convertible promissory note (Note 10) was converted to 800,000 shares of common stock at the conversion price of $3.00 per share. Transaction costs incurred of $39 relating to the exercise of the conversion option are offset within additional paid-in capital.

 

On March 28, 2025, the Company entered into a private placement transaction (the “March 2025 Units Offering”), pursuant to which the Company agreed to issue and sell (i) 547,737 shares of common stock and (ii) warrants (the “PIPE 2025 warrants”) to purchase up to 547,737 shares of common stock, at a combined purchase price of $3.00 per unit. Each warrant entitles the purchasers to acquire one share of common stock at a price of $4.00 per share for a period of three years from the date of issue. The Company issued broker warrants to purchase up to 25,958 shares of common stock to the associated broker in connection with the offering. The aggregate gross proceeds from the March 2025 Units Offering were $1,643. The Company incurred $179 of costs associated with the issuance. The PIPE 2025 warrants and related broker warrants are equity classified instruments and are recorded as equity.

 

On April 28, 2025, the Company issued 340,000 shares of common stock pursuant to the Inducement Agreement (Note 13.b).

 

On April 30, 2025, the Company issued 857,142 shares of common stock for the acquisition of Evoke (Note 4). The shares were measured at fair value at $3.20 per share.

 

On June 16, 2025, the Company entered into a securities purchase agreement with certain accredited investors (the “Investors”), pursuant to which the Company agreed to issue and sell 400,000 units (each, a “Unit” and collectively, the “Units”) at a purchase price of $3.00 per Unit, for aggregate gross proceeds of $1,200. Each Unit consists of (i) either (A) one share of common stock or (B) a prefunded warrant to purchase one share of common stock (the “Pre-Funded Warrant”) at a nominal exercise price of $0.0001 per share, (ii) one common stock purchase warrant (the “$3.50 Warrant”) to purchase one share of common stock at an exercise price of $3.50 per share, exercisable for five years, and (iii) one common stock purchase warrant (the “$4.00 Warrant,” and together with the Pre-Funded Warrants and $3.50 Warrants, the “Warrants”) to purchase one share of common stock at an exercise price of $4.00 per share, also exercisable for five years. The Company issued 400,000 Units to the Investors, consisting of 340,000 shares of common stock, 60,000 Pre-Funded Warrants, 400,000 $3.50 Warrants, and 400,000 $4.00 Warrants.

 

 

b.

Warrants  

 

The following table summarizes the Company’s warrant activity for the six months ended June 30, 2025: 

 

  

Number of Warrants

  

Weighted Average Exercise Price

  

Weighted Average Remaining Life (Years)

 

Outstanding warrants, January 1, 2025

  1,971,216  $11.54   4.30 

PIPE 2025 warrants

  547,737   4.00     

PIPE 2025 broker warrants

  25,958   3.80     
$3.50 Warrants  400,000   3.50     

$4.00 Warrants

  400,000   4.00     
Exercised  (1,623,530)  5.43     

Outstanding warrants, June 30, 2025

  1,721,381  $11.16   3.48 

 

During the six months ended June 30, 2025, the Company entered into a warrant inducement agreement (the “Inducement Agreement”) with holders (“PIPE 2024 warrant holders”) of the Company's existing warrants (“PIPE 2024 warrants”). Pursuant to the Inducement Agreement, PIPE 2024 warrant holders agreed to exercise for cash PIPE 2024 warrants to purchase up to 823,529 shares of common stock at an exercise price of $6.83. On February 12, 2025, PIPE 2024 warrants were exercised in full for cash proceeds of $5,625. The Company recorded a deemed dividend of $4,410 in relation to the Inducement Agreement as it is considered an inducement offer to exercise the PIPE 2024 warrants. The fair value of a deemed dividend is estimated based on the fair value of the underlying share of common stock on the warrant exercise date. On April 28, 2025, the Company issued 340,000 shares of its common stock pursuant to the Inducement Agreement.

 

Further, the Company received proceeds of $3,200 from the exercise of Convertible Promissory Note Warrants (Note 10).

 

 

c.

Warrants exercisable for little or no consideration 

 

Warrants exercisable for little or no consideration are fully vested warrants that allows the holders to acquire a specified number of the issuer’s shares at a nominal exercise price. The following table summarizes the Company’s penny warrant activity for the six months ended June 30, 2025: 

 

  

Number of Warrants

  

Weighted Average Remaining Life (Years)

 

Outstanding warrants, January 1, 2025

  699,546   3.22 

Pre-Funded Warrants (Note 13.a)

  60,000     

Exercised

  (563,065)    

Outstanding warrants, June 30, 2025

  196,481   2.93 

 

 

d.

Employees stock option plan 

 

A summary of option activity under the Company's equity incentive plan as of June 30, 2025, and changes during the period then ended is presented below. 

 

  

Number of Stock Options

  

Weighted Average Exercise Price

  

Weighted Average Remaining Contractual Term (Years)

  

Aggregate Intrinsic Value

 

Outstanding Options, December 31, 2024

  470,061  $9.64   3.97  $- 

Options granted

  15,000   3.12   -   - 

Options forfeited

  (108,792)  15.58   -   - 

Outstanding Options, June 30, 2025

  376,269  $7.66   3.39  $- 

 

The share-based compensation expense related to options for the three and six months ended June 30, 2025 was $(43) and $43, respectively, and $58 and $148 for the three and six months ended June 30, 2024, respectively. The fair value of options granted for the six months ended June 30, 2025 and 2024, was $34 and $nil, respectively. The intrinsic value of the options outstanding as of June 30, 2025, is $nil ( December 31, 2024: $nil). 

 

The fair value of each option award is estimated on the date of grant using a Black Scholes pricing option valuation model that uses the assumptions noted in the following table. 

 

  

2025

 

Risk free rate

  3.98% 

Dividend yield

 0% 

Expected volatility

  93.18% 

Expected term (in years)

 3.12 

 

A summary of the Company’s nonvested options as of June 30, 2025, and changes during the six months period ended, is presented below. 

 

  

Number of Stock Options

  

Weighted Average Grant-Date Fair Value

 

Non-Vested Options, December 31, 2024

  206,427  $4.56 

Options granted

  15,000   2.28 

Options vested

  (57,644)  4.59 
Options forfeited  (40,766)  5.88 

Non-Vested Options, June 30, 2025

  123,017  $3.81 

 

As of June 30, 2025, there was $119 of total unrecognized compensation cost related to nonvested options granted to be recognized over the next 1.75 years.

 

 

e.

Restricted share units (“RSUs”) 

 

A summary of RSU activity under the Company's equity incentive plan as of June 30, 2025, and changes during the period then ended is presented below.

 

  

Number of Stock RSUs

  

Aggregate Intrinsic Value

 

Outstanding, December 31, 2024

  -  $- 

RSUs granted

  339,939   - 
RSUs exercised  (28,745)  - 

Outstanding, June 30, 2025

  311,194  $881 

 

The share-based compensation expense related to RSUs for the three and six months ended June 30, 2025 was $70 and $71, respectively, and $nil for the three and six months ended June 30, 2024, respectively. The fair value of RSUs granted for the six months ended June 30, 2025, and 2024, was $1,051 and $nil, respectively.

 

The fair value of each RSU is estimated based on grant-date fair value of the underlying share of common stock.


A summary of the Company’s nonvested RSUs as of June 30, 2025, and changes during the six months period ended, is presented below.

 

  

Number of Stock RSUs

  

Weighted Average Grant-Date Fair Value

 

Non-vested RSUs, December 31, 2024

  -  $- 

RSUs granted

  339,939   3.09 

RSUs vested

  (28,745)  3.09 

Non-vested RSUs, June 30, 2025

  311,194  $3.09 

 

As of June 30, 2025, there was $980 of total unrecognized compensation cost related to nonvested RSUs granted. That cost is expected to be recognized over a weighted-average period of 2.87 years.

 

 

f.

Deferred stock units (“DSUs”) 

 

A summary of DSU activity under the Company's equity incentive plan as of June 30, 2025, and changes during the period then ended is presented below.

 

  

Number of Deferred Stock Units

  

Aggregate Intrinsic Value 

 

Outstanding DSUs, December 31, 2024

  -  $- 

DSUs granted

  66,668   - 

Outstanding DSUs, June 30, 2025

  66,668  $189 

 

The share-based compensation expense related to DSUs for the three and six months ended June 30, 2025 was $50 and $167, respectively, and $nil for the three and six months ended June 30, 2024, respectively. The fair value of DSUs granted for the six months ended June 30, 2025, and 2024, was $209 and $nil, respectively.

 

The fair value of each DSU is estimated based on grant-date fair value of the underlying share of common stock.

 

A summary of the Company’s nonvested DSUs as of June 30, 2025, and changes during the six months period ended, is presented below.

 

  

Number of Stock RSUs

  

Weighted Average Grant-Date Fair Value

 

Non-vested DSUs, December 31, 2024

  -  $- 

DSUs granted

  66,668   3.12 

DSUs vested

  (50,000)  3.12 

Non-vested DSUs, June 30, 2025

  16,668  $3.12 

 

As of June 30, 2025, there was $41 of total unrecognized compensation cost related to nonvested DSUs granted. That cost is expected to be recognized over a weighted-average period of 0.25 years.