v3.25.2
Subsequent Events
12 Months Ended
Dec. 31, 2024
Subsequent Events  
Subsequent Events

Note 17

Subsequent Events

The Company evaluated subsequent events from the date of the consolidated balance sheets as of December 31, 2024 through the date of the release of the consolidated financial statements.

On March 20, 2025, the Company entered into a secured promissory note agreement with a lender, under which the Company obtained $500,000 in proceeds. The promissory note has a principal amount of $555,556 (an original issue discount of $55,556), accrues interest at a rate of 5.0% per annum and is due on November 1, 2025. Upon issuance, the Company is obligated to pay a minimum interest amount of 5.0% of the initial principal amount of the promissory note (equal to $27,778), which is reduced by any interest accruing at the stated interest rate prior to repayment. Upon the occurrence of an event of default, the interest rate on the promissory note will increase to 24.0% per annum. The promissory note is prepayable by the Company at any time (including the minimum interest amount), and may be accelerated upon an event of default or upon receipt of proceeds from certain other financing transactions prior to repayment.

On March 20, 2025, the Company entered into a secured convertible promissory note agreement with a lender, under which the Company obtained $100,000 in proceeds. The convertible promissory note has a principal amount of $108,696 (an original issue discount of $8,696), accrues interest at a rate of 18.0% per annum and is due on December 20, 2025. Upon issuance, the Company is obligated to pay a minimum interest amount equal to six months of interest on the convertible promissory note (approximately $9,800), which is reduced by any interest accruing at the stated interest rate prior to repayment. Interest is payable in cash or shares of common stock, at the holder’s election. The convertible promissory note can be converted by the holder at any time after three months from the issuance date (or earlier upon a prepayment) at the greater of $2.00 per share and certain measures of the Company’s stock price (as defined in the agreement). The conversion price also includes certain reset provisions upon the occurrence of specified events. The convertible promissory note may also be converted by the holder upon a qualified financing at the lower of the conversion price then in effect or 75% of the effective price per share in the qualified financing. Upon the occurrence of an event of default, the interest rate on the convertible promissory note will increase to 28.0% per annum. The convertible promissory

note is prepayable by the Company at any time (provided no event of default has occurred) including a 10.0% prepayment penalty. The convertible promissory note may be accelerated upon a qualified financing (if not converted) including a 10% prepayment penalty, or upon an event of default at 115% of the outstanding balance of principal and accrued interest.

On March 20, 2025, the Company and the Bridge Investor entered into an amendment to the ELOC Purchase Agreement whereby the floor price (below which the Bridge Investor has the discretion to decide whether to purchase the Company’s Common Stock at such floor price) was amended to $1.25 to per share (from $2.00 per share).

On July 4, 2025, the “One Big Beautiful Bill Act” (the “OBBA”) was signed into law. The OBBA includes significant changes to U.S. federal tax law, including expanded bonus depreciation for qualified production property, introduction of new limitations on interest deductibility and modifications to international tax provisions, including global intangible low-tax income and base erosion and anti-abuse regimes. The Company is currently evaluating the impact that the OBBA may have on its condensed consolidated financial statements. As the legislation was enacted after the end of the reporting period, the provisions of the OBBA did not affect the Company’s condensed consolidated financial statements for the year ended December 31, 2024.

On August 28, 2025, the Company entered into an amendment to the Quantum Convertible Note referenced in Note 9, Line of Credit and Notes Payable, Net of Discount. The amendment provides for additional cash proceeds of $380,000 and an equivalent increase to the principal balance outstanding as of December 31, 2024, of $3,000,000. The amendment did not result in any other changes to the terms of the existing Quantum Convertible Note agreement. M2B will be receiving an equity kicker of 500,000 restricted common shares for their assistance with the additional Quantum Convertible Note investment.