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Note 11 - Stockholders' Equity (Deficit)
 6 Months Ended
Jun. 30, 2025
Notes to Financial Statements  
Equity [Text Block]

NOTE 11. STOCKHOLDERS’ EQUITY (DEFICIT)

 

Authorized Share Capital

 

Under the Company’s Amended and Restated Certificate of Incorporation, as amended, the Company is authorized to issue up to 150,000,000 shares of common stock and up to 5,000,000 shares of preferred stock with rights and preferences as may be approved by the Company’s Board.

 

Preferred Stock

 

There were two series of preferred stock of the Company outstanding during the quarter ended March 31, 2024 – the Series B Non-Voting Convertible Preferred Stock (“Series B Preferred Stock”) and the Series C Non-Voting Convertible Preferred Stock (“Series C Preferred Stock”) (and combined, the “Preferred Stock”). Only Series B Preferred Stock was outstanding during the quarter ended June 30, 2025. The rights and preferences of the Series B Preferred Stock and Series C Preferred Stock are identical. The Preferred Stock does not have any preemptive rights or a preference upon any liquidation, dissolution or winding-up of the Company. Each share of Preferred Stock is convertible into $1,000 of common stock at the conversion price per share applicable at the time of conversion. The Preferred Stock had anti-dilution protection (the “Ratchet”) in the event that the Company sells or grants any of its common stock or any other securities, subject to certain limited exceptions, that would entitle the holder thereof to acquire common stock at an effective price per share that is lower than the then applicable conversion price of the Preferred Stock. These Ratchet provisions of the Company’s outstanding Preferred Stock terminated during the quarter ended March 31, 2024.

 

Series B Preferred Stock

 

The Company issued 15,000 shares of Series B Preferred Stock in November 2021 in connection with a private placement transaction. For both periods ending June 30, 2025 and June 30, 2024, 131 shares of Series B Preferred Stock remained outstanding. As of June 30, 2025, outstanding shares of Series B Preferred Stock were convertible into 15,065 shares of common stock at a conversion price of $8.75.

 

On January 29, 2024, the Ratchet of the Series B Preferred Stock expired with no further impact because greater than 75% of the originally issued 15,000 Series B Preferred Stock had been converted into common stock. The Series B Preferred Stock conversion price will remain at $8.75 until all remaining Series B Preferred Stock has been converted.

 

Series C Preferred Stock

 

The Company issued 3,250 shares of Series C Preferred Stock in November 2022 in connection with a private placement transaction. As of June 30, 2025, no shares of Series C Preferred Stock remained outstanding.

 

Common Stock

 

See Notes 8, “Financing Activities” and 10, “Common Stock Warrants” for a description of common stock and common stock warrant-related transactions during the three and six months ended June 30, 2025 and 2024.