XML 37 R26.htm IDEA: XBRL DOCUMENT

Subsequent Events

6 Months Ended

Jun. 30, 2025

Subsequent Events [Abstract]

Subsequent Events

20.

Subsequent Events

On July 8, 2025, the Company received a decision letter from the Nasdaq Hearings Panel (the “Panel”) granting the Company’s request for continued listing on the Nasdaq Capital Market. The decision is conditioned on the Company maintaining full compliance with all continued listing requirements of the Nasdaq Capital Market by August 28, 2025. On or before August 28, 2025, the Company must effect a reverse stock split and demonstrate compliance with Nasdaq Listing Rule 5550(a)(2) by achieving a closing bid price of $1.00 or more per share for at least ten (10) consecutive business days.

On or before July 18, 205, the Company must publicly disclose that it has restructured the terms of its April 2025 offering to eliminate the Class B warrants and provide Nasdaq with confirmation that no shares underlying the Class B warrants were issued.

The Panel’s decision follows the Company’s hearing before the Panel on June 17, 2025, during which the Company presented a plan to regain compliance, including its intention to implement a reverse stock split and restructure certain previously issued warrants to mitigate dilution concerns.

The company intends to satisfy the conditions imposed by the Panel within the required timeframes. However, there can be no assurance that the Company will be able to do so.

On July 17, 2025, the Company entered into an Exchange Agreement (the “Exchange Agreement”) by and among the Company and the Investors. Pursuant to the Exchange Agreement, the parties intended to effect a voluntary security exchange transaction (the “Transaction”) whereby the Investors will exchange the Series A and Series B Warrants previously purchased in the April 14, 2025 private placement (the “April 2025 Private Placement”) for an aggregate of 60,000 shares of Series B Preferred Stock (the “Exchange Shares”), with the New Series B Convertible Preferred Stock’s rights and preferences being set forth on that certain certificate of designation (the “Certificate of Designation”) of the Company, filed with the State of Delaware on July 17, 2025, in substantially in the form set forth hereto as Exhibit 3.1.

The Exchange Agreement contains other customary provisions including representations and warranties for the Company and the Investors, governing law, and notice.

The Certificate of Designation, the form of Exchange Agreement and the form of Registration Rights Agreement are filed as Exhibits 3.1, 10.1 and 10.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference. The above descriptions of the terms of the Exchange Agreement are not complete and are qualified in their entirety by reference to such exhibits.

In connection with the Transaction, the Company entered into a registration rights agreement with the Purchasers on July 17, 2025 (the “Registration Rights Agreement”), pursuant to which the Company is required to file a registration statement covering the resale of the Securities by July 28, 2025

On July 28, 2025 (the “Effective Date”), the Company, entered into a non-binding Letter of Intent (the “Letter of Intent”) with Rock Springs Energy Group, LLC (the “Seller”) to purchase one hundred percent (100%) of the equity securities of Rock Springs for a estimated purchase price of $35 million with the final amount subject to confirmation through the due diligence process (the “Purchase Price”), entitling the Company to full and complete ownership of Rock Springs’ mothballed, incomplete oil refinery located at Rock Springs, Wyoming (the “Transaction”). The Transaction will be subject to the execution of a mutually acceptable definitive purchase agreement, including standard representations, warranties, and indemnities. The Letter of Intent does not constitute a binding commitment to purchase or sell, except for the provisions regarding due diligence, exclusivity and confidentiality.

The Purchase Price will be finally determined based on due diligence findings, market conditions, and mutual agreement between the Company and Rock Springs. The Letter of Intent provides for a due diligence period of 60 days from the execution of the Letter of Intent. The Company reserves the right to terminate the Letter of Intent without liability if due diligence findings are unsatisfactory.

On July 1, 2025, 1800 Diagonal converted the outstanding balance on the 1800 Diagonal Note. The conversion resulted in the issuance of 86,615 shares of common stock to 1800 Diagonal.

On July 1, 2025, the Company issued 234,243 restricted shares of common stock of the Company to CSHQA, Inc. (“CSHQA”) per the terms of the settlement agreement dated June 21, 2024.

On July 1, 2025, the Company issued 22,817 restricted shares of common stock of the Company to Stephen Rossiter as settlement of an outstanding commission owed to Mr. Rossiter.

Commencing on July 31, 2025, and ending on August 8, 2025, the Company received exercises notices for the pre-funded warrants issued to institutional investors (the “Investors”) pursuant to the private placement consummated by the Company on April 14, 2025 (the “April PIPE”). The Investors exercised a total of 17,904,120 pre-funded warrants and were correspondingly issued 17,904,120 shares of common stock of the Company. As of August 9, 2025, there are no pre-funded warrants issued pursuant to the April PIPE that remain outstanding.

On August 6, 2025, 1800 Diagonal converted the outstanding balance of the Diagonal January 2025 Note. The conversion resulted in the issuance of 551,040 shares of common stock of the Company to 1800 Diagonal.