CONVERTIBLE PROMISSORY NOTES	6 Months Ended
Jun. 30, 2025
Convertible Promissory Notes
CONVERTIBLE PROMISSORY NOTES	NOTE 7: CONVERTIBLE PROMISSORY NOTES In June 2025, the Company entered into securities purchase agreements with certain investors, including the chief executive officer of the Company, for the offering in a private placement of convertible promissory notes (the “Notes”) in the aggregate principal amount of approximately $5.7 million and warrants to purchase shares of common stock. The Notes bore interest at the rate of 6% per year and mature on July 28, 2026. The Notes were convertible, together with accrued interest, into shares of the Company’s common stock on the date which is the earlier of (i) the date that is 30 days from the effectiveness of a reverse split effected by the Company on Nasdaq (i.e. July 27, 2025), and (ii) the one-year anniversary from the issuance of the Notes. On July 27, 2025, the Notes automatically converted into an aggregate of 501,566 shares of the Company’s common stock, par value $0.01 per share, at a conversion price of $8.3024 per share, which represented 80% of the average Nasdaq closing price of the Company’s common stock for the five trading days immediately preceding and including the conversion date, subject to a maximum conversion price of $11.20 per share. In addition, for investors whose conversions would have exceeded ownership limits of 4.99% or 9.99%, the Company issued pre-funded warrants to purchase an aggregate of 190,795 shares of common stock which represent the portion that would otherwise exceed the applicable threshold. The pre-funded warrants have substantially the same terms as the July 2025 Warrants (as defined below), except they are exercisable at $0.01 per share and do not have an expiration date. In connection with the automatic conversion of the Notes, the Company also issued to investors in the offering warrants to purchase an aggregate of 1,384,722 shares of common stock (the “July 2025 Warrants”). The July 2025 Warrants are exercisable at a price of $8.3024 per share and have a term of five years, expiring on July 27, 2030. Placement agent fees and other offering-related expenses, totaling approximately $0.8 million, were recognized as general and administrative expenses in the statement of operations. In addition, the Company issued to the placement agent and its designees warrants to purchase an aggregate of 83,083 shares of common stock at an exercise price of $8.3024. The placement agent warrants have substantially the same terms as the July 2025 Warrants, except they include a cashless exercise feature and expire on the fifth anniversary of the issuance date. The Company made an irrevocable election to measure the Notes at fair value as it believes the fair value option provides a greater ability to estimate the outcome of future events as facts and circumstances change, particularly with respect to changes in the fair value of the common stock. As of June 30, 2025, the fair value of the Notes was $6.5 million based on total principal and accrued interest of approximately $5.7 million and an estimated conversion price of $9.27 based on 80% of the average closing price of the common stock for the five days prior to June 30, 2025. Accordingly, the Company recognized an increase in the fair value of the Notes of approximately $0.8 million during the three and six months ended June 30, 2025.

CONVERTIBLE PROMISSORY NOTES

6 Months Ended

Jun. 30, 2025

NOTE 7: CONVERTIBLE PROMISSORY NOTES

In June 2025, the Company entered into securities purchase agreements with certain investors, including the chief executive officer of the Company, for the offering in a private placement of convertible promissory notes (the “Notes”) in the aggregate principal amount of approximately $5.7 million and warrants to purchase shares of common stock.

The Notes bore interest at the rate of 6% per year and mature on July 28, 2026. The Notes were convertible, together with accrued interest, into shares of the Company’s common stock on the date which is the earlier of (i) the date that is 30 days from the effectiveness of a reverse split effected by the Company on Nasdaq (i.e. July 27, 2025), and (ii) the one-year anniversary from the issuance of the Notes.

On July 27, 2025, the Notes automatically converted into an aggregate of 501,566 shares of the Company’s common stock, par value $0.01 per share, at a conversion price of $8.3024 per share, which represented 80% of the average Nasdaq closing price of the Company’s common stock for the five trading days immediately preceding and including the conversion date, subject to a maximum conversion price of $11.20 per share. In addition, for investors whose conversions would have exceeded ownership limits of 4.99% or 9.99%, the Company issued pre-funded warrants to purchase an aggregate of 190,795 shares of common stock which represent the portion that would otherwise exceed the applicable threshold. The pre-funded warrants have substantially the same terms as the July 2025 Warrants (as defined below), except they are exercisable at $0.01 per share and do not have an expiration date.

In connection with the automatic conversion of the Notes, the Company also issued to investors in the offering warrants to purchase an aggregate of 1,384,722 shares of common stock (the “July 2025 Warrants”). The July 2025 Warrants are exercisable at a price of $8.3024 per share and have a term of five years, expiring on July 27, 2030.

Placement agent fees and other offering-related expenses, totaling approximately $0.8 million, were recognized as general and administrative expenses in the statement of operations. In addition, the Company issued to the placement agent and its designees warrants to purchase an aggregate of 83,083 shares of common stock at an exercise price of $8.3024. The placement agent warrants have substantially the same terms as the July 2025 Warrants, except they include a cashless exercise feature and expire on the fifth anniversary of the issuance date.

The Company made an irrevocable election to measure the Notes at fair value as it believes the fair value option provides a greater ability to estimate the outcome of future events as facts and circumstances change, particularly with respect to changes in the fair value of the common stock. As of June 30, 2025, the fair value of the Notes was $6.5 million based on total principal and accrued interest of approximately $5.7 million and an estimated conversion price of $9.27 based on 80% of the average closing price of the common stock for the five days prior to June 30, 2025. Accordingly, the Company recognized an increase in the fair value of the Notes of approximately $0.8 million during the three and six months ended June 30, 2025.