Quarterly report [Sections 13 or 15(d)]

Note 16 - Subsequent Events

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Note 16 - Subsequent Events
6 Months Ended
Jun. 30, 2026
Notes to Financial Statements  
Subsequent Events [Text Block]

16. Subsequent Events

 

On July 2, 2026, the Company entered into a Stock Purchase Agreement with MEB Holding LLC (the “MEB”), pursuant to which the Company agreed to sell all of the issued and outstanding equity interests of its wholly owned subsidiaries, NAPW, Inc. and IAW, Inc., to MEB for aggregate cash consideration of $150,000. The Company’s Board of Directors approved the transaction on July 2, 2026, and the transaction closed on July 3, 2026, upon receipt of the purchase price. Under the terms of the Stock Purchase Agreement with MEB, the transaction is effective for accounting and economic purposes as of June 30, 2026.

 

On July 23, 2026, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware, which became effective at 5:30 p.m. Eastern Time on the same date. The amendment increased the Company’s authorized capital stock from 46,000,000 shares, consisting of 45,000,000 shares of common stock and 1,000,000 shares of preferred stock, to 1,001,000,000 shares, consisting of 1,000,000,000 shares of common stock and 1,000,000 shares of preferred stock. The amendment also changed the par value of the Company's common stock and preferred stock from $0.01 per share to $0.0001 per share.

 

On August 12, 2026, the Company’s registration statement on Form S-1, as amended (File No. 333-297043), relating to a best efforts public offering was declared effective by the U.S. Securities and Exchange Commission. On August 13, 2026, the Company closed the offering and sold an aggregate of 1,620,000 units at a public offering price of $0.28 per unit and 5,524,000 pre-funded units at a public offering price of $0.2799 per pre-funded unit. Each unit consisted of one share of common stock and one common stock purchase warrant, and each pre-funded unit consisted of one pre-funded common stock purchase warrant and one common stock purchase warrant. The Company received gross proceeds of approximately $2.0 million from the offering, before deducting placement agent fees and other offering expenses. Maxim Group LLC acted as the exclusive placement agent for the offering and received a cash fee equal to 6.0% of the aggregate purchase price paid by investors, in addition to reimbursement of certain expenses. Pursuant to the Company’s previously disclosed standstill agreement with Streeterville Capital, LLC, the Company agreed to pay Streeterville an amount equal to 20% of the gross proceeds from the offering, with the remaining net proceeds to be used for working capital and other general corporate purposes.