Annual report [Section 13 and 15(d), not S-K Item 405]

Note 17 - Subsequent Events

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Note 17 - Subsequent Events
12 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Subsequent events
17.
Subsequent events

On February 3, 2025, the Company and AGP entered into a sales agreement pursuant to which the Company may from time to time, sell Common Shares having an aggregate offering value of up to $1 million through AGP on Nasdaq (the “2025 ATM Facility”). Costs associated with the proceeds consist of 3% cash commission. Up to February 12, 2025, the Company issued 137,000 Common Shares under this 2025 ATM Facility at an average price of $7.31 per share for gross proceeds of $999 thousand ($961 thousand, net of share issuance costs).

On February 7, 2025, the Company issued 333 Common Shares under the ESPP.

On February 7, 2025, the Company and Keystone entered into the Purchase Agreement, which provides that subject to the terms and conditions set forth therein, the Company may sell to Keystone up to the greater of (i) $25 million of the Common Shares and (ii) the Exchange Cap (as defined below) (subject to certain exceptions provided in the Purchase Agreement) (the “Total Commitment”), from time to time during the two year term of the Purchase Agreement. Additionally, on February 7, 2025, the Company and Keystone entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement with the SEC covering the resale of Common Shares that are issued to Keystone under the Purchase Agreement. Upon entering into the Purchase Agreement, the Company agreed to issue to Keystone an aggregate of 8,020 Common Shares (the “Commitment Shares”) as consideration for Keystone’s commitment to purchase Common Shares upon the Company’s direction under the Purchase Agreement. The Company also agreed to pay Keystone up to $25,000 for its reasonable expenses under the Purchase Agreement.

On March 14, 2025, Nasdaq confirmed that we had regained compliance with the minimum bid price requirement.  However, the Company has not, yet, been able to regain compliance with the Nasdaq's minimum equity requirement of $2.5 million (the "Stockholders’ Equity Requirement").

As discussed in Note 11 above, the “Company and Hanmi entered into the Hanmi Loan Agreement on August 27, 2024. On March 18, 2025, the Company entered into a debt conversion and interest payment agreement (“Debt Conversion Agreement”) with Hanmi pursuant to which the Company and Hanmi agreed to convert $1.5 million of Hanmi’s indebtedness under the Hanmi Loan Agreement into 409,063 Common Shares at $3.70 per share which was

the average closing price of the Company’s Common Shares on Nasdaq for the five trading days immediately prior to entering into the Debt Conversion Agreement.