v3.26.1
Subsequent Events
3 Months Ended
Mar. 31, 2026
Subsequent Events [Abstract]  
Subsequent Events

Note 19. Subsequent Events

 

The Company has evaluated subsequent events through the date the financial statements were available to issue.

 

In May 2026, the Company entered into an Independent Contractor Agreement with William Tuorto for consulting services he is performing for the Company dating back to April 1, 2026. In connection with the agreement, on May 7, 2026, the Company issued 69,083 shares of common stock under the 2023 Plan, which shares were issued without a restrictive legend pursuant to a Form S-8 registration statement.

 

On May 4, 2026, the Company entered into a Forbearance Agreement with Cedarview Opportunities Master Fund LP related to the Company’s existing secured notes payable. Under the agreement, Cedarview agreed to extend the forbearance period through October 31, 2026, subject to certain repayment and financing conditions. In connection with the agreement, the Company issued Cedarview 275,000 shares of common stock.

 

On May 11, 2026, the Company issued 250,000 shares of restricted common stock to Kimberly Hawley as a discretionary bonus pursuant to the terms of her Executive Employment Agreement dated July 24, 2025. The shares were issued at a value of $1.71 per share and were issued with a standard Rule 144 restrictive legend.

 

On May 6, 2026, the Company entered into an additional forbearance and note payment amendment agreement with J.J. Astor & Co. related to the Company’s outstanding secured promissory notes they hold. Pursuant to the agreement, the parties revised certain repayment terms associated with the Company’s May 2026 Financing Transaction and extended certain repayment obligations through January 2027.

 

On May 8, 2026, the Company closed the initial tranche of a securities purchase agreement with certain institutional investors pursuant to which the Company issued promissory notes with aggregate gross proceeds of up to $12.0 million, to be funded in two tranches (the “May 2026 Financing Transaction”). The initial closing provided gross proceeds of $6.0 million before placement agent fees and offering expenses. If fully funded, the notes will have an aggregate principal amount of $15.0 million, inclusive of original issue discount, and are convertible into shares of the Company’s common stock subject to certain pricing terms and ownership limitations. In connection with the May 2026 Financing Transaction, the Company also entered into a standby equity purchase agreement.