Subsequent Events |
6 Months Ended |
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Jun. 30, 2025 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Subsequent Events
On July 22, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”), Convertible Notes (the “Notes”), Warrants (the “Warrants”), Security Agreement, Registration Rights Agreement, and Transfer Agent Reservation Letter with two investors (the “Investors”) for a private placement of senior secured convertible notes and warrants.
The Purchase Agreement with the two Investors is for the sale and issuance of an aggregate principal cash investment amount of $3.0 million of 20% Original Issue Discount Senior Secured Convertible Notes and common stock purchase warrants to acquire up to 5,250,000 shares of common stock. After the OID, the two Notes have a combined principal face amount of $3.8 million. The Company received net cash proceeds of $2.8 million after repayment of certain obligations from the flow of funds.
The Notes mature on July 22, 2026, bear interest at 10% per annum on the original principal face amount and provide for other customary terms and covenants. The Notes are not convertible for 4 months after execution and may be prepaid at any time without penalty. After the Note conversion waiting period of 4 months, the Notes permit holders to convert outstanding principal and accrued interest into shares of common stock at a conversion price that is the lower of 80% of the trailing ten-day volume weighted average price (VWAP) or a fixed maximum price, but with a set floor price and certain caps on conversion to prevent excessive dilution.
The Warrants are exercisable at an exercise price of $0.50 per share (subject to adjustment) and expire 5 years from their date of issuance.
The parties agreed to reserve 1.0 million shares now, and upon shareholder approval of the amendment of the certificate of incorporation to authorize additional shares, the Transfer Agent will increase the reserve to 226.3 million shares. Any failure by the Company to get the additional shares authorized would be resolved in a cash settlement.
Patent Issuance
On August 6, 2025, the United States Patent and Trademark Office issued U.S. Patent No. 12,379,378 B2, covering the BE-Smart™ Esophageal Pre-Cancer Diagnostic Screening Test. This newly issued patent further strengthens our intellectual property position for BE-Smart™ technology and supports our continued efforts to commercialize the test for early detection and risk stratification of Barrett’s esophagus and related esophageal conditions.
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