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SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2025
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

(12) SUBSEQUENT EVENTS

 

Change in Independent Registered Public Accounting Firm

 

On July 11, 2025, the Company’s Board of Directors approved the dismissal of Beckles & Co., Inc. (“Beckles”) and engaged UHY LLP (“UHY”) as the Company’s independent registered public accounting firm. There were no disagreements with Beckles on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures during the periods they audited or reviewed.

 

Amendment to Certificate of Incorporation

 

On August 1, 2025, the Company filed a certificate of amendment (the “Charter Amendment”) to the Existing Charter, with the Delaware Secretary of State to, among other things, (i) correct a scrivener’s error with respect to the number of authorized shares and par value of preferred stock, which was incorrectly stated as 3,000,000 shares, par value $0.01 per share, rather than the correct amount of 10,000,000 shares, par value $0.001 per share, (ii) modify the voting rights of the Series A Preferred Stock, which had previously voted on an as-converted basis to shares of the Common Stock, without regard to conversion limitations in the Existing Charter, and would under the amended terms vote, on an as-converted basis if it was converted at a conversion ratio equal to the Stated Value (as defined therein and currently $1.40) divided by the “Minimum Price” (as of the original issue date of the Series A Preferred Stock) as defined in Nasdaq Listing Rule 5635(d), without regard to conversion limitations in the Existing Charter, (iii) limit the “full ratchet” anti-dilution protection in the Existing Charter so that any adjustment to the Stated Value of the Series A Preferred Stock thereunder would not require stockholder approval under Nasdaq Listing Rule 5635(d), and (iv) allow a majority of the voting power of all then outstanding shares of Series A Preferred Stock to waive the “full-ratchet” anti-dilution protection, which Charter Amendment had been previously approved by the Company’s board of directors and the Company’s stockholders on May 9, 2025.