Note 16 - Subsequent Events |
3 Months Ended |
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Mar. 31, 2026 | |
| Notes to Financial Statements | |
| Subsequent Events [Text Block] |
16. Subsequent Events
On April 28, 2026, the Company entered into a Global Amendment (the “Global Amendment”) with Streeterville Capital, LLC, a Utah limited liability company (the “Investor”), which amends that certain securities purchase agreement, dated September 5, 2025 (the “Securities Purchase Agreement”), and the other Transaction Documents (as defined in the Global Amendment), as previously disclosed in the Company’s Current Report on Form 8‑K filed with the Securities and Exchange Commission on September 5, 2025. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Securities Purchase Agreement. Pursuant to the Global Amendment, the parties agreed to amend the defined term “Commitment Amount” throughout the Transaction Documents from $20,000,000 to $8,000,000. In addition, the Global Amendment modifies the calculation of the Minimum Balance Amount. As amended, for every $1.00 that the Company pays toward the outstanding balance of a Pre‑Paid Purchase, the Minimum Balance Amount may be reduced by $0.70, and such corresponding amount may be released from the Deposit Account to the Company upon the Company’s written request to the Investor (each, a “Release”). Each Release must be in an amount equal to or greater than $50,000. Except as expressly modified by the Global Amendment, the Securities Purchase Agreement and the other Transaction Documents remain in full force and effect in accordance with their respective terms.
On April 29, 2026, the Company entered into a Second Stock Purchase Agreement (the “Second SPA”) with AI Geometric Ltd, a company organized under the laws of the United Kingdom of Great Britain and Northern Ireland (the “Seller”). Pursuant to the Second SPA, the Seller agreed to sell 3.2% of all outstanding and issued shares of the Seller to the Company, at a consideration of $1,360,000 (the “Transaction”). Under the terms of the Second SPA, consideration shall be paid by 2,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The board of directors of the Company (the “Board”) approved payment of the consideration through the issuance of 2,000,000 shares of Common Stock to the Seller (“Consideration Shares”), subject to the limitations of Listing Rule 5635 of The Nasdaq Stock Market LLC and Rule 144 under the Securities Act of 1933, as amended. The Consideration Shares will be issued in reliance on the exemptions from Regulation S under the Securities Act, in an offshore transaction to non‑U.S. persons outside the United States. The Second SPA contains customary representations, warranties and covenants. The closing of the transaction is expected to take place on or about May 15, 2026.
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