v3.26.1
Unsecured Promissory Note
 6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Unsecured Promissory Note

Note 8: Unsecured Promissory Note

 

During the years ended 2025 and 2024 the Company entered into three separate agreements with Streeterville Capital LLC (“Streeterville” or the “Lender”). The terms of the agreements are described below:

 

Note 1 –

 

On February 16, 2024, the Company (“Borrower”) entered into a Note Purchase Agreement with Streeterville Capital LLC (“Streeterville” or the “Lender”). Under the terms of the agreement, Streeterville paid the Company $2.5 million in exchange for an unsecured promissory Note with an Original Issue Discount of $781 thousand. Under the original terms of the agreement, the Company agreed to pay $3.3 million consisting of the principal amount of the Note, together with the original issue discount and $20 thousand of lender transaction fees, no later than February 16, 2026. The stated interest rate of the note is 10%.

 

The agreement allows the Lender to redeem up to $250 thousand per calendar month beginning in August 2024, upon providing written notice to Borrower. The Note further contains triggering events which can be remedied by the Lender requiring the Borrower to correct the triggering event, increasing the outstanding balance by applying the triggering effect, or making the Note immediately due and payable.

 

During the quarter ended March 31, 2026, the Company entered into an agreement with the Lender to settle a portion of its outstanding loan obligation in the amount of $400 thousand through the issuance of 364,084 shares of common stock rather than cash payment. During the year ended December 31, 2025, the Company entered into agreements with the Lender to settle a portion of its outstanding loan obligation in the amount of $700 thousand through the issuance of 170,353 shares of common stock, rather than cash payment. These exchanges were completed pursuant to the terms of the loan agreement, which allows for the settlement of debt through stock issuance under certain conditions.

 

An amendment to the Promissory Note was executed with the lender on March 10, 2026. Pursuant to the amendment the maturity date of the Note was extended until June 30, 2026. Other than the maturity date extension, there were no other changes to the agreement.

 

On May 18, 2026, the Company and the Lender entered into Amendment #2, which amended the Note and further extended the maturity date of the Note until June 30, 2027. Pursuant to the Amendment, the Company agreed to pay the Lender an extension fee in the amount of $10 thousand. The Extension Fee was added to the outstanding balance of the Note. The Amendment also contains customary representations and warranties of the Company, as well as a representation and warranty of the Company that, as of the date of the Amendment, the outstanding balance of the Note, following the application of the Extension Fee, was approximately $1.7 million.

 

 

Note 2 –

 

On June 30, 2025, the Company (“Borrower”) entered into a Note and Note Purchase Agreement with Streeterville Capital LLC (“Streeterville” or the “Lender”). Under the terms of the agreements, Streeterville paid the Company $250 thousand in exchange for an unsecured promissory Note with an Original Issue Discount of $50 thousand. The Note required the Company to pay $310 thousand consisting of the principal amount of the Note, together with the original issue discount and $10 thousand of lender transaction fees, no later than October 28, 2025. On August 12, 2025, the Company repaid the note in full.

 

Note 3 –

 

On November 18, 2025, the Company (“Borrower”) entered into a Note Purchase Agreement with Streeterville Capital LLC (“Streeterville” or the “Lender”). Under the terms of the agreement, Streeterville paid the Company $2.5 million in exchange for an unsecured promissory Note with an Original Issue Discount of $781 thousand. The Company agreed to pay $3.3 million consisting of the principal amount of the Note, together with the original issue discount and $20 thousand of lender transaction fees, no later than November 18, 2027. The stated interest rate of the note is 10%.

 

The agreement allows the Lender to redeem up to $250 thousand per calendar month beginning in May 2026, upon providing written notice to Borrower. The Note further contains triggering events which can be remedied by the Lender requiring the Borrower to correct the triggering event, increasing the outstanding balance by applying the triggering effect, or making the Note immediately due and payable.

 

Maturities and charges associated with these notes are summarized below:

 

Debt schedule at June 30, 2026 (in thousands):

 

   Note 1   Note 2   Note 3   Total 
Long-term debt  $1,440   $—   $2,634   $4,074 
Unamortized Original issue discount   —    —    (431)   (431)
Unamortized Financing fees   (8)   —    (14)   (22)
Unamortized discount and debt issuance costs   1,432    —    2,189    3,621 
Less current portion of long-term debt, net   (1,432)   —    (2,189)   (3,621)
Long-term debt, net  $—   $—   $—   $— 

 

Future maturities for long-term debt as of June 30, 2026, were as follows (in thousands):

 

Fiscal years ending December 31:  Note 1   Note 2   Note 3   Total 
2026  $1,432   $—   $1,500   $2,932 
2027   —    —    689    689 
Total  $1,432   $—   $2,189   $3,621 
                     
Current portion of debt discount  $—   $—   $431   $431 
Current portion of origination costs  $8   $—   $14   $22 

 

Debt schedule at December 31, 2025 (in thousands):

 

   Note 1   Note 2   Note 3   Total 
Long-term debt  $1,984   $—   $3,301   $5,285 
Unamortized Original issue discount   (49)   —    (740)   (789)
Unamortized Financing fees   (1)   —    (19)   (20)
Unamortized discount and debt issuance costs   1,934    —    2,542    4,476 
Less current portion of long-term debt, net  $(1,934)  $—   $(1,615)  $(3,549)
Long-term debt, net  $—   $—   $927   $927 

 

 

Future maturities for long-term debt as of December 31, 2025 were as follows (in thousands):

 

Fiscal years ending December 31:  Note 1   Note 2   Note 3   Total 
2025  $1,934   $—   $1,615   $3,549 
2026   —    —    927    927 
Total  $1,934   $—   $2,542   $4,476 
                     
Current portion of debt discount  $49   $—   $374   $423 
Current portion of origination costs  $1   $—   $10   $11 

 

Interest and other charges related to the Streeterville notes were as follows (in thousands):

 

Three months ended June 30, 2026  Note 1   Note 2   Note 3   Total 
Interest  $40   $—   $76   $116 
Original issue discount amortization   —    —    179    179 
Total interest charges  $40   $—   $255   $295 
                     
Loan fee amortization  $2   $—   $3   $5 

 

Six months ended June 30, 2026  Note 1   Note 2   Note 3   Total 
Interest  $84   $—   $160   $244 
Original issue discount amortization   49    —    306    355 
Total interest charges  $133   $—   $466   $599 
                     
Loan fee amortization  $3   $—   $5   $8 

 

Three months ended June 30, 2025  Note 1   Note 2   Note 3   Total 
Interest  $87   $—   $—   $87 
Original issue discount amortization   62    —    —    62 
Total interest charges  $149   $—   $—   $149 
                     
Loan fee amortization  $3   $—   $—   $3 

 

Six months ended June 30, 2025  Note 1   Note 2   Note 3   Total 
Interest  $139   $—   $—   $139 
Original issue discount amortization   134    —    —    134 
Total interest charges  $273   $—   $—   $273 
                     
Loan fee amortization  $5   $—   $—   $5