v3.26.1
Note 6 - Capital Stock
 3 Months Ended
Mar. 31, 2026
Notes to Financial Statements  
Equity [Text Block]

Note 6 - Capital Stock

 

Common Stock

 

The Company’s common stock, par value $0.0001 per share ("Common Stock"), is listed on the Nasdaq Capital Market (“Nasdaq”) under the ticker symbol “TWAV.” As of March 31, 2026, we had 150,000,000 shares of the Company's Common Stock authorized, with 3,327,399 and 3,327,210 shares issued and outstanding, respectively.

 

On April 17, 2025, the Company’s Board of Directors authorized a stock repurchase program (the “Stock Repurchase Program”) granting the Company authority to repurchase up to $500,000 of the Company’s Common Stock. The Stock Repurchase Program has no expiration date. As of the filing of this Report, the Company has not repurchased any shares of Common Stock and has $500,000 remaining under the Stock Repurchase Program.

 

Common Stock activity for the year ended December 31, 2025, is presented below. During the three months ended March 31, 2025, 10,000 shares of the Company's Common Stock were issued related to the exercise of 10,000 Common Warrants. There was no Common Stock activity during the three months ended March 31, 2026. Subsequent to the date of this report, 128,939 shares of the Company's Common Stock were issued related to the exercise of Pre-Funded Warrants. See below for further details on the exercises.

 

Issued Shares as of December 31, 2024

  1,144,926 

Issuances from Common Warrant exercises

  521,725 

Issuances from Preferred Stock conversions

  257,617 

Issuances from Pre-Funded Warrant exercises

  1,403,131 

Issued Shares as of December 31, 2025

  3,327,399 

Issued Shares as of March 31, 2026

  3,327,399 

Less Treasury Shares:

  (189)

Outstanding Shares as of March 31, 2026

  3,327,210 

 

Common Stock Warrants

 

Common Warrants

 

On March 30, 2023, the Company entered into a Securities Purchase Agreement (the “2023 Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which the Company issued and sold, in a private placement transaction (the “Private Placement”) (i) shares of the Company’s Series F convertible preferred stock, $0.0001 par value per share (the “Series F Preferred Stock”), (ii) preferred warrants (“Preferred Warrants”) to acquire shares of Series F Preferred Stock (the “Warrant Preferred Shares”) and (iii) common warrants (“Common Warrants”), to acquire shares of Common Stock. The Private Placement closed on March 31, 2023.

 

The Common Warrants have a term of five years from the date that is six months and one day from the date of issuance. Pursuant to the terms of the 2023 Purchase Agreement, additional Common Warrants were issued in 2024 and 2025.  The Common Warrants are currently exercisable at $3.41 per share, and a cash fee of 8% of the proceeds is payable to the Placement Agent (defined below) upon exercise. During the three months ended March 31, 2025, Common Warrants to purchase 10,000 shares of Common Stock were exercised at $3.41 per share, resulting in gross and net proceeds of $34,000 and $31,000, respectively. There was no Common Warrant activity during the three months ended March 31, 2026.

 

2023 Placement Agent Warrants

 

In connection with the Private Placement, pursuant to an Engagement Letter dated March 30, 2023 (the “Engagement Letter”), between the Company and Dawson James Securities Inc. (the “Placement Agent”), the Company agreed to (i) pay the Placement Agent a cash fee equal to 8% of the aggregate gross proceeds raised in the Private Placement, and (ii) grant to the Placement Agent warrants (the “Placement Agent Warrants”) to purchase shares of Common Stock. The Placement Agent Warrants have the same terms and conditions as the Common Warrants issued in the Private Placement. As of March 31, 2026, no 2023 Placement Agent Warrants had been exercised, and 2023 Placement Agent Warrants to purchase up to 153,470 shares of Common Stock are issued and outstanding.

 

Advisor Warrants

 

On June 5, 2025, the Company issued warrants to purchase 100,000 shares of the Company's Common Stock to an Advisor (the "Advisor Warrants"), in connection with the provision of certain treasury advisory services. The Advisor Warrants will vest in equal installments at a rate of 1/12th (8.33%) per month, beginning on the thirty-day anniversary of the issue date, for twelve months. As of March 31, 2026, 75,000 Advisor Warrants have vested, and no Advisor Warrants have been exercised. The Advisor Warrants expire on June 5, 2028, and vested warrants are exercisable at a price of $3.77 per share. 

 

Pre-Funded Warrants

 

On June 6, 2025, the Company entered into a securities purchase agreement, dated as of June 5, 2025 (the “2025 Purchase Agreement”), pursuant to which the Company issued pre-funded warrants to acquire up to 1,989,392 shares of its Common Stock (the “Pre-Funded Warrants") in exchange for gross and net proceeds to the Company of approximately $7.5 million and $6.9 million, respectively, after deducting placement agent fees of $375,000 and other offering expenses of $237,000 payable by the Company. The exercise price upon exercise of each Pre-Funded Warrant is $0.0001 per share of Common Stock, with an aggregate exercise price of $3.77 per share of Common Stock, of which $3.7699 per share of Common Stock was paid by the holders at the closing on June 10, 2025. No Pre-Funded Warrants were exercised during the three months ended March 31, 2026.

 

2025 Placement Agent Warrants

 

On June 10, 2025, pursuant to the 2025 Purchase Agreement, the Company issued warrants to purchase shares of the Company's Common Stock to the Placement Agent (the "2025 Placement Agent Warrants"). The 2025 Placement Agent Warrants are exercisable immediately upon issuance. The terms of the 2025 Placement Agent Warrants are substantially the same as those of the Pre-Funded Warrants, except that the 2025 Placement Agent Warrants will expire on June 10, 2030, and are exercisable at a price of $4.71 per share. As of March 31, 2026, no 2025 Placement Agent Warrants have been exercised, and 2025 Placement Agent Warrants to purchase up to 99,470 shares of Common Stock are issued and outstanding.

 

Outstanding warrants for the Company's Common Stock, as of March 31, 2026, are presented below.

 

Issue Date and Description

 

Warrants Outstanding

  

Exercise Price

 

Expiration Date

          

Q1 2023 - Common Warrants

  1,206,049  $3.41 

Q3 2028

Q1 2023 - Placement Agent Warrants

  153,470  $3.41 

Q3 2028

Q2 2024 - Common Warrants

  390,959  $3.41 

Q4 2029

Q2 2025 - Advisor Warrants

  100,000  $3.77 

Q2 2028

Q2 2025 - 2025 Placement Agent Warrants

  99,470  $4.71 

Q2 2030

Q2 2025 - Pre-Funded Warrants (1)

  586,261  $3.77 

Q2 2030

Q3 2025 - Common Warrants

  152,519  $3.77 

Q3 2030

   2,688,728      

 

 (1)

The exercise price for the Pre-Funded Warrants was paid upon issuance of the Pre-Funded Warrants. The exercise of the Pre-Funded Warrants will not result in additional proceeds to the Company.

 

Common warrant activity for the year ended December 31, 2025 is presented below. There was no common warrant activity for the three months ended March 31, 2026.

 

  

Outstanding and Exercisable

 
  

Number of Warrants

  

Weighted Average Exercise Price

 

Warrants outstanding and exercisable, December 31, 2024

  2,272,203  $3.41 

Granted

  2,341,381  $3.81 

Exercised

  (1,924,856) $3.67 

Warrants outstanding and exercisable, December 31, 2025

  2,688,728  $3.57 

Warrants outstanding and exercisable, March 31, 2026

  2,688,728  $3.57 

 

Treasury Shares

 

The Company maintains treasury stock for the Common Stock shares repurchased when withholding shares to cover taxes on equity award transactions. There were no treasury stock transactions during the three months ended March 31, 2026, or the year ended December 31, 2025.