NOTES AND LINE OF CREDIT – RELATED PARTY |
12 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Debt Disclosure [Abstract] | |
| NOTES AND LINE OF CREDIT – RELATED PARTY | 9. NOTES AND LINE OF CREDIT – RELATED PARTY
Related Party Notes
During May 2025, the Company entered into a promissory note (the “May 2025 Related Party Note”) with an entity controlled by the Chairman of the Company’s board of directors to borrow $500. The May 2025 Related Party Note matured on December 31, 2025 and permitted the Company to prepay the note in full without penalty at any time. If an Event of Default, as defined in the May 2025 Related Party Note, occurs, the outstanding principal and accrued interest would become due and payable immediately. Concurrently, with the closing of an offering in September 2025 (see Note 8), the May 2025 Related Party Note and accrued unpaid interest totaling $508 was extinguished through the issuance of shares of the Company’s common stock at a per share price of $. The issuance of shares was approved and determined to be on terms and conditions at arm’s length as the share price was the same price extended to third parties as part of a share offering that closed on the same day (see Note 10).
During August 2025, the Company received $3,390 from one of its principal shareholders (a related party) in exchange for an unsecured promissory note that matures on March 9, 2026 (the “First August 2025 Related Party Note”), and $1,700 from two of its principal shareholders (related parties) in exchange for an unsecured promissory note that matures on August 18, 2030 (the “Second August 2025 Related Party Note”, collectively with the First August 2025 Related Party Note, the “August 2025 Related Party Notes”). In March 2026, the First August 2025 Related Party Note was amended to extend the maturity date to March 31, 2026.
In consideration for providing the August 2025 Related Party Notes, the Company issued the principal shareholder restricted stock units of the Company’s common stock, with restricted stock units vesting immediately and restricted stock units vesting over the term of the August 2025 Related Party Notes. The fair value of the restricted stock units was $305, as determined by the average closing price of the Company’s common stock for the five trading days immediately preceding the issuance of the August 2025 Related Party Notes, and was recorded as a debt discount and is being amortized over the terms of the August 2025 Related Party Notes.
The August 2025 Related Party Notes permitted the Company to prepay the note in full without penalty at any time. If an Event of Default, as defined in the August 2025 Related Party Notes, occurred, the outstanding principal and accrued interest would become due and payable immediately. If the Company prepaid the notes, the unvested restricted stock units would vest proportionately with the amount of the prepayment.
During the years ended March 31, 2026 and 2025, the Company amortized $204 and $0, respectively, of the debt discount to interest expense. During March 2026, the outstanding borrowings of $5,090 and $51 of accrued interest under the August 2025 Related Party Notes were repaid in full. During the year ended March 31, 2026, the Company incurred and paid interest on the August 2025 Related Party Notes totaling $382. As of March 31, 2026, there were no amounts of accrued but unpaid interest on the August 2025 Related Party Notes.
Line of Credit
On March 30, 2026, the Company entered into a loan agreement for up to $10,000 maturing on March 30, 2028 (the “Revolver”) with an investor, considered a related party at the time the Revolver was entered into, and an additional lender, that become a related party in May 2026 (see Note 15), (together, the “Lenders”).
The Lenders will be entitled to assign all or a portion of its exposure under the Revolver or to sell participations therein. The proceeds of the Revolver were restricted to the repayment of the August 2025 Related Party Notes and to fund the working capital needs of the Company’s operations.
The Revolver bears interest of 12.0% per annum and is calculated on the daily outstanding balance. The Revolver also incurs a fee of 1.5% per annum on the daily unused portion, payable monthly in arrears. The Revolver is secured by a first priority, perfected lien on and security interest in the existing and future assets of the Company.
As of March 31, 2026, $5,140 was outstanding under the Revolver and nominal amounts of interest and fees were accrued but unpaid. During the year ended March 31, 2026, the Company incurred a nominal amount of interest on the Revolver.
The Revolver includes negative covenants restricting investments, additional debt and liens, restricted payments and sales of assets, and typical affirmative covenants including compliance with laws, financial and informational reporting requirements.
Simultaneously with entering the Revolver, the Company entered into a securities purchase agreement with non-related party lender of the Revolver which was consummated in May 2026. At the time those shares are purchased and issued, the Company will also issue to the lender warrants to purchase 1,864,753 shares of the Company’s common stock, par value $ per share (the “Common Stock”), at an exercise price of $0.46822 per share. See further discussion in Note 17, Subsequent Events.
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