Debt |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Debt [Abstract] | |
| DEBT | 6. DEBT
Senior Secured Convertible Note
On December 1, 2025, the Company entered into a Securities Purchase Agreement (“SPA”) providing for the issuance, in tranches, of senior secured convertible notes with an aggregate maximum principal amount of $120,900,000. The first tranche, a senior secured convertible note dated December 8, 2025, with a principal amount of $10,900,000 (gross issuance proceeds of $10,000,000), matures on December 8, 2026 and is classified as a current liability. Issuance costs totaled $1,446,000 (including $500,000 of deferred offering costs). At issuance, $1,104,000 of proceeds were disbursed to MindWave and $8,000,000 was placed in an investor-controlled Deposit Account Control Agreement (“DACA”), recorded as restricted cash.
The conversion feature embedded in the convertible note has been bifurcated and accounted for as a derivative liability measured at fair value at each reporting date. No additional tranches were drawn under the SPA. Interest expense and accretion of debt discount for the three months ended March 31, 2026 and March 31, 2025, totaled $8,387 and $851,018, and $0 and $38,032, respectively.
Related Party Notes Payable
As of March 31, 2026, the Company had outstanding $500,100 consisting of $250,100 unsecured promissory notes payable to Inscobee Inc., a stockholder, comprising amounts originally advanced in 2024 and a $250,000 note dated March 21, 2025, payable to Apimeds Korea a wholly owned subsidiary of Inscobee. All notes bear interest at 5% per annum and mature on December 31, 2026. As of the March 31, 2026, these related party notes remain outstanding with accrued interest totaling $34,219.
2026 Promissory Note
On March 30, 2026, Lokahi (the BioBusiness) issued a secured promissory note (the “2026 Promissory Note”) to the Keren Eliyahu Charitable Trust in the principal amount of $1,000,000. The note is repayable in the amount of $1,100,000 (representing 110% of principal) on May 15, 2026, and is collateralized by a certificate of deposit classified as short term investment on the consolidated balance sheet. The note is recorded as a current liability of the Company and is reflected in the BioBusiness segment. |