NOTE 9 – LOANS PAYABLE

AOM Senior Secured Notes

On April 8, 2026, the Company entered into the Odyssey Note Purchase Agreement with AOM (see Note 1, Merger Agreement and Related Transactions), pursuant to which the Company may issue up to $10.0 million aggregate principal amount of AOM Senior Secured Notes. The AOM Senior Secured Notes bear interest at 8.0% per annum and mature on the earlier of (i) April 8, 2027 or (ii) the Effective Time. Accrued interest is capitalized quarterly and added to the outstanding principal balance pursuant to the PIK interest feature. The Odyssey Notes are secured by substantially all of the Company's assets, subject to certain exclusions.

During the six months ended June 30, 2026, the Company received aggregate proceeds of $5.2 million under the Odyssey Note Purchase Agreement, consisting of advances of $2.5 million on May 12, 2026, $1.7 million on May 28, 2026, and $1.0 million on June 30, 2026. No principal repayments were made during the period. As of June 30, 2026, approximately $4.8 million remained available for borrowing under the Odyssey Note Purchase Agreement, subject to its terms and conditions.

As of June 30, 2026, the carrying amount and outstanding principal balance of the AOM Senior Secured Notes was approximately $5.2 million. Interest expense related to the AOM Senior Secured Notes was $40,884 for both the three and six months ended June 30, 2026, which was capitalized as PIK interest and added to the outstanding principal balance on July 1, 2026. The Company did not incur any debt issuance costs, and no debt discount or premium was recorded in connection with the financing.

The Company accounts for the AOM Senior Secured Notes as debt under ASC 470 and carries the AOM Senior Secured Notes at amortized cost.

March 2023 Notes and March 2023 Warrants

On March 6, 2023, Odyssey entered into a Note and Warrant Purchase Agreement (the “March 2023 Note Purchase Agreement”) with an institutional investor pursuant to which Odyssey issued and sold to the investor (a) a promissory note (the “March 2023 Note”) and (b) a warrant to purchase shares of our Common Stock (the “March 2023 Warrants”).

During the year ended December 31, 2025, all remaining indebtedness under the March 2023 Notes was converted into shares of the Company’s Common Stock. As a result, there were no outstanding March 2023 Notes as of December 31, 2025.

As of December 31, 2025, there were 2,502,966 March 2023 Warrants outstanding, which are recognized at fair value and recorded as derivative liability within the condensed consolidated balance sheet. During the six months ended June 30, 2026, holders of the March 2023 Warrants exercised an aggregate of 2,238,416 warrants with exercise price of $1.10 for a total purchase price of $2,462,258, and 264,550 March 2023 Warrants expired unexercised. As of June 30, 2026, there were no March 2023 Warrants outstanding.

The change in fair value of the March 2023 Warrants for the three months ended June 30, 2026 and 2025 was zero and an increase of $2.3 million, respectively, and a decrease of $1.0 million and an increase of $1.3 million, respectively, for the six months ended June 30, 2026 and 2025, respectively, which have been recorded in the change in derivative liabilities fair value in the condensed consolidated statement of operations. The fair value of the March 2023 Warrants at June 30, 2026 and December 31, 2025 was zero and $2.6 million, respectively.

For the three and six months ended June 30, 2025, we incurred $0.4 million and $0.7 million, respectively, of interest expense from the amortization of the debt discount, and $27,386 and $54,471 of interest from the fee amortization, which has been recorded in interest expense on the condensed consolidated statements of operations.

December 2023 Notes and December 2023 Warrants

On December 1, 2023, Odyssey entered into a Note and Warrant Purchase Agreement (the “December 2023 Note Purchase Agreement”) with institutional investors pursuant to which we issued and sold to the investors (a) a series of promissory notes (the “December 2023 Notes”) and (b) two tranches of warrants to purchase shares of our Common Stock (the “December 2023 Warrants”).

During the year ended December 31, 2025, all remaining indebtedness under the December 2023 Notes was converted into shares of the Company’s Common Stock. As a result, there were no outstanding December 2023 Notes as of December 31, 2025.

As of December 31, 2025, there were 1,505,689 December 2023 Warrants outstanding. During the six months ended June 30, 2026, holders of the December 2023 Warrants exercised an aggregate of 140,442 warrants with exercise price of $1.23 for a total purchase price of $172,744. As of June 30, 2026, there were 1,365,247 December 2023 Warrants outstanding, which are recognized at fair value and recorded as derivative liability within the condensed consolidated balance sheet.

The change in fair value of the December 2023 Warrants for the three months ended June 30, 2026 and 2025 was a decrease of $0.1 million and an increase of $1.2 million, respectively, and a decrease of $1.8 million and an increase of $0.8 million, respectively for the six months ended June 30, 2026 and 2025, respectively, which has been recorded in the change in derivative liabilities fair value in the condensed consolidated statement of operations. The fair value of the December 2023 Warrants at June 30, 2026 and December 31, 2025, was $0.2 million and $1.6 million, respectively.

For the three and six months ended June 30, 2025, we recorded $0.1 million and $0.2 million of interest expense from the amortization of the debt discount and $10,267 and $20,422 of interest from the fee amortization which has been recorded in interest expense on the condensed consolidated statements of operations.

Emergency Injury Disaster Loan

On June 26, 2020, we executed the standard loan documents required for securing an Economic Injury Disaster Loan (the “EIDL Loan”) from the United States Small Business Administration (the “SBA”). The principal amount of the EIDL Loan is $0.2 million, with proceeds to be used for working capital purposes. Interest on the EIDL Loan accrues at the rate of 3.75% per annum and installment payments, including principal and interest of $731, are due monthly beginning 12 months from the date of the EIDL Loan. In 2021, the SBA extended this 12-month period, setting the first payment due date in December 2022. Per the agreement, payments reduce accrued interest first and are then applied against the principal. The balance of principal and interest is payable thirty years from the date of the promissory note.

The Company’s principal balance on the EIDL Loan was $0.2 million as of June 30, 2026 and December 31, 2025, and is recorded in Loans payable on the condensed consolidated balance sheets.

AFCO Insurance Note Payable

On November 1, 2025, we entered into a new premium finance agreement with AFCO, pursuant to which AFCO agreed to finance the D&O insurance premiums evidenced by the promissory note in the amount of $0.6 million to be repaid equally over an 11-month period, bearing interest at a rate of 6.11% per annum, maturing on October 31, 2026.