Notes Payable |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Notes Payable [Abstract] | |
| Notes Payable | 9. Notes Payable
Note Payable
In January 2025, the Company entered into an insurance premium financing agreement and borrowed a total principal amount of $553. The note bore an annual interest rate of 7.74% and matured in September 2025. The interest expense on the note amounted to $0 for the three months ended March 31, 2025. The note was paid in full prior to September 30, 2025. Notes Payable – Related Parties
Promissory Note with ABI
On October 18, 2023, the Company entered into a promissory note agreement with Abpro Bio International, Inc. (“ABI”), a significant investor in the Company, to receive up to $6,000. The promissory note accrues interest at a rate of 5% per annum on the principal amount of each installment from the installment funding date until the maturity date and at a rate of 7% per annum after the maturity date if any amounts then remain outstanding. The “Maturity Date” is defined in the agreement as the earlier of (i) eighteen months from the funding date and (ii) the successful closing of the Merger. On August 22, 2024, ACAB entered into the Abpro Bio Subscription Agreement with ABI, pursuant to which ABI purchased 20,749 newly-issued shares of the Company’s common stock, concurrently with the closing of the Merger at a price of $300.00 per share, for an aggregate purchase price of $6,225, of which $4,225 was paid through the conversion of the balance due by the Company to ABI under the promissory note agreement and the remainder of $2,000 in cash. In addition, ABI received an aggregate of 41,498 incentive shares.
As of March 31, 2026 and December 31, 2025, the outstanding principal balances under the promissory notes with ABI was $0. As of both March 31, 2026 and December 31, 2025, accrued interest totaling $191 is included in accrued expenses in the condensed consolidated balance sheets. additional interest is being accrued from the Closing Date through March 31, 2026, as there is no outstanding principal.
Promissory Notes with Executive and Director
On December 29, 2023, Legacy Abpro issued promissory notes to one of its executives and one of its directors, in the principal amount of $176 and $124, respectively, for deferred bonuses. Amounts under the promissory notes plus accrued interest are due and payable on the earlier of (i) the closing of the Merger and (ii) June 29, 2025. These promissory notes accrue interest at 5% per annum until the maturity date and 7% thereafter. At the Closing Date, the Company paid $150 toward these promissory notes. As of both March 31, 2026 and December 31, 2025, $147 of principal was outstanding. Interest expense on these promissory notes totaled $2 for each of the three months ended March 31, 2026 and 2025, respectively, included in interest expense in the condensed consolidated statements of operations. Accrued interest on these promissory notes totaled $24 and $22 as of March 31, 2026 and December 31, 2025, respectively, included in accrued expenses in the condensed consolidated balance sheets. The $124 outstanding note and related accrued interest were settled in full through the settlement of the complaint in April 2026 (see Notes 7 and 14).
On April 18, 2024, the Company entered into a separate promissory note agreement with the same executive to receive, as amended, up to $2,158 in funding. During the year ended December 31, 2024, the Company received $1,997 from the executive under this agreement. These advances accrued interest at 7.5% per annum through the maturity date and at 9.5% per annum after the maturity date if any amounts then remain outstanding. All advances, plus accrued interest, were due and payable on the earlier of (i) the closing of the Merger and (ii) November 20, 2024. At the Closing, the outstanding promissory notes of $1,997 were converted into 20,000 newly issued common stock shares. Accrued interest on these promissory notes totaled $72 as of both March 31, 2026 and December 31, 2025, included in accrued expenses in the condensed consolidated balance sheets. No additional interest is being accrued from the Closing Date through March 31, 2026, as there is no outstanding principal.
On February 7, 2025, the Company issued 28,333 common stock warrants to the executive (the “Executive Warrants”). The Executive Warrants are exercisable at $99.90 per share and expire on February 7, 2035. 14,166 of the Executive Warrants were exercisable on the issuance date, 6,667 warrants became exercisable on the one-year anniversary of the issuance date, and 7,500 warrants will become exercisable on the two-year anniversary of the issuance date. The warrants were fair valued and immediately expensed at the issuance date as an additional interest expense related to the executive’s promissory note. The fair value of the Executive Warrants at the issuance date of $714 was determined using the Black-Scholes option pricing model based on the following assumptions: (a) fair value of common stock of $32.10 per share, (b) expected volatility of 90.00%, (c) dividend yield of 0%, (d) risk-free interest rate of 4.49%, and (e) expected life of 10 years. For the three months ended March 31, 2025, the Company recognized $714 additional interest expense related to the Executive Warrants.
In January 2026, the Company entered into a loan agreement with its Chief Executive Officer and Board of Directors Chairman for an unsecured loan in the principal amount of $147 to fund the premium for the Company’s directors’ and officers’ liability insurance. The loan has a nine-month term from the date of advance and may be prepaid at any time without penalty. No interest accrued on the loan during the first three months following funding; thereafter, the outstanding principal bears interest at a variable rate equal to the three-month Term SOFR plus 2.0% per annum, with any accrued interest payable at maturity or upon earlier repayment. The loan was not secured by any collateral and is not guaranteed by any third party. As of March 31, 2026, the outstanding balance on this loan was $147. |