Convertible Notes |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Convertible Notes [Abstract] | |
| Convertible Notes | 6. Convertible Notes
2023 Notes and 2024 Note
During 2023 and 2024, the Company issued unsecured convertible promissory notes with aggregate principal amounts of $10.0 million each (the “2023 Notes” and “2024 Note,” respectively). The 2024 Note included an embedded conversion feature that was bifurcated and accounted for as a derivative liability, remeasured to fair value at each reporting date, with changes in fair value recognized in other income (expense), net in the condensed consolidated statements of operations.
On October 31, 2025, all outstanding principal and accrued interest under the 2023 Notes and 2024 Note were converted into shares of Legacy Ionetix Series F redeemable convertible preferred stock at $1.40 per share pursuant to a conversion agreement (the “Conversion Agreement”) and the transaction was accounted for as a debt extinguishment. interest expense or change in fair value of the embedded conversion feature was recognized during the three and six months ended June 30, 2026. For the three and six months ended June 30, 2025, the Company recognized aggregate interest expense of $388 and $793 on these instruments, respectively. Changes in fair value of the embedded conversion feature during the three and six months ended June 30, 2025 were $5 and $8, respectively.
Make-Whole Provision
The Conversion Agreement included a one-time make-whole provision that may require the Company to issue additional shares of Legacy Ionetix Series F redeemable convertible preferred stock if the price per share in the Company’s next equity financing was below a stated threshold. The Company determined that the make-whole provision represented a derivative liability. The derivative liability was initially recorded at its estimated fair value of $1.0 million on October 31, 2025 and was remeasured at fair value at each reporting date, with changes in fair value recognized in other income (expense), net in the condensed consolidated statements of operations.
In April 2026, the Company entered into a termination agreement (the “Termination Agreement”) with the investor pursuant to which the make-whole right and certain other investor rights and related agreements were terminated in their entirety. In connection with the termination, the Company issued 277,696 shares of common stock to the investor as consideration. The make-whole derivative liability was remeasured to fair value immediately prior to the termination date, and the related fair value adjustment was immaterial. Upon execution of the Termination Agreement, the make-whole derivative liability was derecognized, and the 277,696 shares issued were measured at a fair value of $833 as of the termination date, based on the $3.00 per share price of the contemporaneous private placement of the Company’s common stock. The difference between the carrying amount of the make-whole derivative liability and the fair value of the shares issued was recognized in other income (expense), net in the condensed consolidated statements of operations.
There was make-whole derivative liability outstanding as of June 30, 2026, as the make-whole right was terminated in April 2026. The make-whole derivative liability was $40 as of December 31, 2025. The Company recognized a change in fair value of $8 during the six months ended June 30, 2026, which was primarily recognized during the three months ended March 31, 2026. Any change in fair value from March 31, 2026 through the termination date was not material. change in fair value was recognized during the three and six months ended June 30, 2025, as the make-whole provision did not exist prior to October 31, 2025. |