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SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2025

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 13: SUBSEQUENT EVENTS

A.

On July 16, 2025, the Court approved a settlement agreement entered into between Gix Media and the Service Providers with respect to the debts owed by Gix Media to the Service Providers. In connection with the settlement agreement, the Company agreed to provide a guarantee for the debts owed by Gix Media to the Service Providers. On July 22, 2025, pursuant to the terms of the settlement agreement, Gix Media paid approximately $1.13 million to the Service Providers as payment in full of the debts owed to the Service Providers. As a result of such payment in full by Gix Media to the Service Providers, the Petition was dismissed.

B.

On July 8, 2025, Gix Media and Leumi entered into an agreement in respect of the Financing Agreement (the “July 2025 Repayment and Financing Agreement”), which further extended the Deposit Date until October 1, 2025. In connection with the July 2025 Repayment Financing Agreement, Gix Media agreed to repay $2.4 million to Leumi by October 1, 2025. In addition, in connection with the July 2025 Repayment Financing Agreement, as of October 1, 2025, Leumi will grant to Gix Media a loan in an amount equal to Gix Media’s then-current outstanding principal portion of the loan plus interest, fees and expenses. The loan shall accrue interest at Leumi’s applicable rate as of October 1, 2025, will be repaid on a monthly basis and shall have a term of 24 months. In July 2025, Gix Media repaid a total of $2.4 million to Leumi in accordance with the July 2025 Repayment and Financing Agreement.

C.

During July 2025, 13,130 warrants were exercised in connection with the Private Placement and 388,760 warrants were exercised in connection with the June 2024 Facility Agreement into a total of 401,890 shares of common stock. The Company received total proceeds of $402 upon exercise of the warrants.

D.

On July 11, 2025, the Company entered into a securities purchase agreement with certain accredited investors pursuant to which the Company issued and sold in a private placement, (the “July 2025 Private Placement”) an aggregate of 848,763 shares of common stock, pre-funded warrants to purchase up to 77,160 shares of common stock and common warrants to purchase up to an aggregate of 925,923 shares of common stock, at an offering price of $4.86 per share of common stock and associated common warrant and an offering price of $4.8599 per pre-funded warrant and associated common warrant.

The pre-funded warrants were immediately exercisable upon issuance at an exercise price of $0.0001 per share and will not expire until exercised in full. The common warrants were immediately exercisable upon issuance at an exercise price of $4.74 per share, subject to adjustment as set forth therein, and will expire five and a half years from the issuance date. The common warrants may be exercised on a cashless basis if there is no effective registration statement registering the shares of shares of common stock underlying the common warrants.

In connection with the July 2025 Private Placement, the Company also entered into a letter agreement with a placement agent on July 11, 2025, according to which the Company agrees to pay a cash placement fee equal to 7.0% of the gross proceeds and $50 for reasonable legal fees and disbursements.

The July 2025 Private Placement closed on July 14, 2025. The aggregate gross proceeds received by the Company on the closing date were $4.5 million.

In connection with the closing of the July 2025 Private Placement and the related proceeds, the First July 2024 Facility Agreement and the Second July 2024 Facility Agreement were terminated. In addition, the shareholders of Metagramm became entitled to partial earn-out payments on a pro rata basis pursuant to the 2025 SEA.

E.

On July 11, 2025, the Company’s board of directors approved an increase in the number of shares of common stock reserved for issuance under the 2023 Plan by up to 2,713,613 shares.

F.

On August 5, 2025, the Company filed a shelf registration statement on Form S-3 (the “S-3”) with the Securities and Exchange Commission (the “SEC”) for the registration under the Securities Act of 1933, as amended, of such indeterminate number of shares of common stock, shares of preferred stock, debt securities, warrants to purchase common stock, preferred stock or debt securities, and units in one or more offerings for an aggregate initial offering price of up to $200 million. As of the date of issuance of these financial statements, the S-3 has not been declared effective by the SEC.