v3.26.1
Note 13 - Equity
 3 Months Ended
Mar. 31, 2026
Notes to Financial Statements  
Equity [Text Block]

NOTE 13: EQUITY 

 

a. Shares

 

On February 3, 2026, the Company filed a Prospectus Supplement to amend a registration statement with the Securities and Exchange Commission for an at-the-market ("ATM") offering program pursuant to which the Company may, from time to time, offer and sell shares of its common stock having an aggregate offering price of up to $7,434. The registration statement became effective on February 3, 2026. As of March 31, 2026 the Company had not sold any shares under the ATM program.

 

On March 8, 2026, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain accredited investors (the "Investors") for a private placement of units ("Units") at a purchase price of $1.50 per Unit. On March 12, 2026 (the "Initial Closing"), the Company issued 1,500,000 Units for aggregate gross proceeds of $2,250.

 

Each Unit consists of: (i) one share of common stock (par value $0.0001), or a pre-funded warrant to purchase one share of common stock at $0.0001 per share for investors subject to beneficial ownership limitations of 4.99% or 9.99%; (ii) one warrant to purchase one share of common stock at $1.88 per share exercisable over five years; and (iii) one warrant to purchase one share of common stock at $2.50 per share exercisable over five years.

 

The Investors have the right, but not the obligation, to purchase up to an additional $18,000 of Units in one or more subsequent closings within 30 days of the Initial Closing Date. On April 16, 2026, the Company consummated an additional closing. (see Note 17 - Subsequent Events)

 

The offering was conducted as a private placement under Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506(b) of Regulation D, and was structured to comply with Nasdaq Listing Rule 5635(d) without requiring stockholder approval.

 

The Company has agreed to file a registration statement covering the resale of the shares and warrant shares on or before May 21, 2026.

 

In connection with the Purchase Agreement, each Investor entered into a Lock-Up Agreement restricting transfers of all securities issued under the Purchase Agreement for six months following the Initial Closing (through September 12, 2026), followed by a six-month graduated release of one-sixth of restricted securities per month through March 12, 2027. The lock-ups were subsequently amended to have the lock-up period end May 16, 2026.

 

b. Warrants

 

The following table summarizes the Company’s warrant activity for the three months ended March 31, 2026:

 

 

 

 

 

 

 

Weighted

 

 

Weighted

 

 

 

 

 

 

 

Average

 

 

Average

 

 

 

Number of

 

 

Exercise

 

 

Remaining

 

 

 

Warrants

 

 

Price

 

 

Life (Years)

 

Outstanding warrants, December 31, 2025

 

 

900,738

 

 

$

16.26

 

 

 

6.65

 

PIPE 2026 warrants

 

 

3,000,000

 

 

 

2.19

 

 

 

-

 

Exercised

 

 

-

 

 

 

-

 

 

 

-

 

Warrants Expired

 

 

-

 

 

 

-

 

 

 

-

 

Outstanding warrants, March 31, 2026

 

 

3,900,738

 

 

$

5.69

 

 

 

4.33

 

 

c. Warrants exercisable for little or no consideration  

 

Warrants exercisable for little or no consideration are fully vested warrants that allow the holders to acquire a specified number of the issuer’s shares at a nominal exercise price. The following table summarizes the Company’s penny warrant activity for the three months ended March 31, 2026: 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Average

 

 

 

Number of

 

 

Remaining

 

 

 

Warrants

 

 

Life (Years)

 

Outstanding warrants, December 31, 2025

 

 

107,591

 

 

 

-

 

Pre-Funded Warrants (Note 13.a)

 

 

1,049,033

 

 

 

4.95

 

Exercised

 

 

-

 

 

 

-

 

Expired

 

 

-

 

 

 

-

 

Outstanding warrants, March 31, 2026

 

 

1,156,624

 

 

 

4.49

 

 

d. Employees stock option plan

 

A summary of option activity under the Company’s equity incentive plan as of  March 31, 2026, and changes during the period then ended is presented below. 

 

​

​

​

​

​

​

​

​

​

​

Weighted

​

​

​

​

​

​

​

​

​

​

​

Weighted

​

​

Average

​

​

​

​

​

​

​

Number of

​

​

Average

​

​

Remaining

​

​

Aggregate

​

​

​

Stock

​

​

Exercise

​

​

Contractual

​

​

Intrinsic

​

​

​

Options

​

​

Price

​

​

Term (Years)

​

​

Value

​

Outstanding Options, December 31, 2025

​

​

343,499

​

​

$

7.01

​

​

​

2.78

​

​

$

-

​

Options granted

​

​

-

​

​

​

-

​

​

​

-

​

​

​

-

​

Options forfeited

​

​

(11,490

)

​

​

16.16

​

​

​

-

​

​

​

-

​

Outstanding Options, March 31, 2026

​

​

332,009

​

​

$

6.69

​

​

​

2.51

​

​

$

-

​

 

The share-based compensation expense related to options for the three months ended March 31, 2026 was $9 and $86 three months ended March 31, 2025, respectively. The fair value of options granted for the three months ended March 31, 2026 and 2025, was $nil and $34, respectively. The intrinsic value of the options outstanding as of  March 31, 2026 is $nil ( December 31, 2025: $nil). 

 

A summary of the Company’s nonvested options as of  March 31, 2026, and changes during the three-month period ended, is presented below.

 

​

​

​

​

​

​

Weighted

​

​

​

Number of

​

​

Average

​

​

​

Stock

​

​

Grant-Date

​

​

​

Options

​

​

Fair Value

​

Non-Vested Options, December 31, 2025

​

​

61,058

​

​

$

4.94

​

Options granted

​

​

-

​

​

​

-

​

Options vested

​

​

(25,442

)

​

​

-

​

Options forfeited

​

​

(1,533

)

​

​

-

​

Non-Vested Options, March 31, 2026

​

​

34,083

​

​

$

3.24

​

 

As of  March 31, 2026, there was $34 of total unrecognized compensation cost related to nonvested options granted to be recognized over the next 2.5 years.

 

e. Restricted share units (“RSUs”)

 

A summary of RSU activity under the Company’s equity incentive plan as of  March 31, 2026, and changes during the period ended is presented below.

 

 

 

 

 

 

 

Aggregate

 

 

 

Number of

 

 

Intrinsic

 

 

 

Stock RSUs

 

 

Value

 

Outstanding, December 31, 2025

 

 

357,870

 

 

$

315

 

RSUs granted

 

 

110,860

 

 

 

-

 

RSUs exercised

 

 

(150,022

)

 

 

-

 

Outstanding, March 31, 2026

 

 

318,708

 

 

$

695

 

 

The share-based compensation expense related to RSUs for the three months ended March 31, 2026 was $332 and $1 for the three months ended March 31, 2025, respectively. The fair value of RSUs granted for the three months ended March 31, 2026, and 2025, was $1,478 and $31, respectively.

 

The fair value of each RSU is estimated based on the grant-date fair value of the underlying share of common stock.

 

A summary of the Company’s nonvested RSUs as of  March 31, 2026, and changes during the three-month period ended, is presented below.

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Average

 

 

 

Number of

 

 

Grant-Date

 

 

 

Stock RSUs

 

 

Fair Value

 

Non-vested RSUs, December 31, 2025

 

 

357,870

 

 

$

3.19

 

RSUs granted

 

 

110,860

 

 

 

1.89

 

RSUs vested

 

 

(150,022

)

 

 

2.23

 

Non-vested RSUs, March 31, 2026

 

 

318,708

 

 

$

3.19

 

 

As of  March 31, 2026, there was $1,009 of total unrecognized compensation cost related to nonvested RSUs granted. That cost is expected to be recognized over a weighted average period of 2.14 years.

 

f. Deferred stock units (“DSUs”)

 

A summary of DSU activity under the Company’s equity incentive plan as of  March 31, 2026, and changes during the period ended, is presented below.

 

 

 

Number of

 

 

Aggregate

 

 

 

Deferred

 

 

Intrinsic

 

 

 

Stock Units

 

 

Value

 

Outstanding DSUs, December 31, 2025

 

 

239,084

 

 

$

152

 

DSUs granted

 

 

-

 

 

 

-

 

Outstanding DSUs, March 31, 2026

 

 

239,084

 

 

$

521

 

 

The share-based compensation expense related to DSUs for the three months ended March 31, 2026 was $82 and $nil for the three months ended March 31, 2025, respectively. The fair value of DSUs granted for the three months ended March 31, 2026, and 2025, was $nil, respectively.

 

The fair value of each DSU is estimated based on the grant-date fair value of the underlying share of common stock.

 

A summary of the Company’s nonvested DSUs as of  March 31, 2026, and changes during the three-month period ended, is presented below.

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Average

 

 

 

Number of

 

 

Grant-Date

 

 

 

Stock DSUs

 

 

Fair Value

 

Non-vested DSUs, December 31, 2025

 

 

172,416

 

 

$

1.92

 

DSUs granted

 

 

-

 

 

 

-

 

DSUs vested

 

 

(43,103

)

 

 

-

 

Non-vested DSUs, March 31, 2026

 

 

129,313

 

 

$

1.92

 

 

As of  March 31, 2026, there was $191 of total unrecognized compensation cost related to nonvested DSUs granted. That cost is expected to be recognized over a weighted average period of 7 months.