Convertible Note |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Instruments [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Convertible Note | 6. CONVERTIBLE NOTE On March 4, 2026, the Company and the Investor entered into an agreement to, among other things, amend and restate its existing promissory notes (collectively, the “Amended Notes”) - refer to Note 5. Debt, pursuant to which the outstanding balance of the Amended Notes may be converted into shares of common stock of the Company (the “Common Stock”) at a fixed conversion price of $0.06 per share. The outstanding principal amounts of the Amended Notes were also increased by 20%. After such adjustment, the Amended Notes have an aggregate outstanding principal amount of $2,256,000. The amendment also provides if, after the sale of the conversion shares received upon a conversion, the Investor receives net proceeds (net of brokerage, legal opinion fees, and transfer agent fees) of less than 100% of the principal amount of the Amended Notes so converted, and the aggregate shortfall under both Amended Notes exceeds $94,000, the Company will issue a new senior secured convertible note on substantially the same terms and conditions of the Amended Notes (each a “Third Note”) with a principal amount equal to the aggregate shortfall in excess of $94,000. Any Third Note so issued will be due April 6, 2027. In addition, any net proceeds received by the Investor in excess of the aggregate principal amount shall be returned to the Company. On April 9, 2026, the Company and the Investor entered into an agreement (the “April Amendment”) to amend the Amended Notes to implement a new fixed conversion price equal to $0.03 per share. The April Amendment also extended the maturity date of any Third Note to July 6, 2027. Finally, the April Amendment amended any Third Note to implement a new fixed conversion price equal to the lesser of (i) $0.03 per share and (ii) the closing price of the Common Stock on the day prior to the date of the original issuance of the Third Note. During the three months ended June 30, 2026, the Company issued the Investor four Third Notes in the aggregate principal amount of $366,090, representing the aggregate shortfall of shares sold by the Investor in excess of $94,000. The initial fair value of these Third Notes was $223,000. The Company made an irrevocable election to measure the Amended Notes and Third Notes at fair value as it believes the fair value option provides a greater ability to estimate the outcome of future events as facts and circumstances change, particularly with respect to changes in the fair value of the common stock. As of June 30, 2026, the fair value of the Amended Notes and Third Notes was $1.0 million. The fair value of the convertible notes was determined using a probability-weighted scenario analysis, which is considered a Level 3 valuation technique due to the use of significant unobservable inputs. The valuation incorporated various potential settlement and repayment scenarios and estimated the probability of each outcome occurring. Significant inputs utilized in the valuation included the estimated discount rate, expected repayment amount and timing, and the estimated remaining term of the convertible notes. Changes in these assumptions could have a material impact on the estimated fair value of the convertible notes. The following table summarizes the change in fair value of the Company’s convertible notes recorded as Level 3 liabilities:
During the three months ended June 30, 2026, the Investor converted amounts payable under such Amended Notes into an aggregate of 19,664,108 shares of the Company common stock at a weighted average conversion price of $0.04 per share, resulting in a reduction of the Amended Notes balance of $705,998. During the six months ended June 30, 2026, the Investor converted amounts payable under such Amended Notes into an aggregate of 28,858,865 shares of the Company common stock at a weighted average conversion price of $0.04 per share, resulting in a reduction of the Amended Notes balance of $1,257,684. The Company recorded its estimated true-up obligation associated with converted shares during the six months ended June 30, 2026 of $25,633 as accrued expenses, which is included in “Change in fair value of convertible notes payable” in the Condensed Consolidated Statement of Operations. Subsequent to June 30, 2026, the Company issued the Investor a new Third Note in the aggregate principal amount of $71,811. Also, subsequent to June 30, 2026, the Investor converted amounts payable under such Amended Notes into an additional 12,706,600 shares of the Company common stock at a weighted average conversion price of $0.03 per share, resulting in a further reduction of the Amended Note balance of $381,198. As a result of these conversions subsequent to June 30, 2026, the first of the two Amended Notes has been fully repaid and satisfied. |
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