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Note 19 - SUBSEQUENT EVENTS | 12 Months Ended
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Dec. 31, 2025
SUBSEQUENT EVENTS |
SUBSEQUENT EVENTS | NOTE 19 — SUBSEQUENT EVENTS The Company evaluated subsequent events that occurred after the balance sheet date through March 10, 2026, the date that these consolidated financial statements were available to be issued. Based upon this review, the Company identified the following subsequent events that would have required adjustment to or disclosure in the consolidated financial statements. On January 8, 2026, the Company entered into a stock purchase agreement (the “Purchase Agreement”) with an accredited investor (the “Investor”), pursuant to which the Company agreed to issue and sell to the Investor in a private placement (the “Private Placement”) an aggregate of 357,143 shares of the Company’s common stock, par value $0.001 per share, at a purchase price of $2.80 per share. The Private Placement closed on January 12, 2026. The aggregate gross proceeds from the Private Placement were $1.0 million, before deducting offering expenses. The Company expects to use the net proceeds for working capital and for other general corporate purposes. The Purchase Agreement contains customary representations, warranties and agreements of the Company and the Investor. The Investor has also agreed to a lock-up with respect to the 357,143 shares for a period of 180 days. On January 19, 2026, the Company, entered into a placement agent agreement (the “Placement Agent Agreement”) with ThinkEquity LLC (“the “Placement Agent”), pursuant to which the Company agreed to issue and sell directly to several investors, in a registered direct offering (the “Offering”) an aggregate of 1,892,506 shares (the “Shares”) of the common stock, par value $0.001, at an offering price of $13.21 per Share. The Offering was priced at the Minimum Price in accordance with the NYSE American’s rules. The Shares were offered and sold by the Company pursuant to the Company’s effective registration statement on Form S-3 (File No. 333-291464), including a base prospectus, filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 12, 2025, and declared effective on December 2, 2025. The closing of the Offering occurred on January 21, 2026. The gross proceeds to the Company from the Offering were approximately $25 million, before deducting placement agent fees and expenses and estimated offering expenses payable by the Company. The Company intends to use the net proceeds received from the Offering for (i) sales and marketing, (ii) operational costs, (iii) product development and diversification, (iv) geographic expansion, and (v) and for general corporate purposes and working capital. The Company may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products, however, the Company has no current commitments or obligations to do so. Pursuant to the Placement Agent Agreement, the Company agreed to pay the Placement Agent a cash fee equal to 7.0% of the aggregate purchase price paid by the purchasers in the Offering. In addition, the Company agreed to pay a non-accountable expense allowance to the Placement Agent equal to 1% of the gross proceeds received in the Offering. In addition, the Company issued to ThinkEquity or its designees warrants (the “Placement Agent Warrants”) to purchase up to an aggregate of 94,625 shares of the Company’s common stock. The Placement Agent Warrants are exercisable immediately upon issuance at an exercise price of $16.5125 per share and have a term of exercise equal to five years from the date of issuance.

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- 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
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