v3.26.1
LOANS
3 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
LOANS

NOTE 9 LOANS

 

The following is a summary of long-term debt as of June 30, 2026:

 

  

Loan

Agreement

  

Promissory

Note

   Total 
             
Principal balance outstanding  $13,500   $12,299   $25,799 
Paid in kind interest   2,943    -    2,943 
Debt discount   (4,343)   (3,463)   (7,806)
Amortization of debt discount   512    719    1,231 
Total  $12,612   $9,555   $22,167 

 

The following is a summary of long-term debt as of March 31, 2026:

 

  

Loan

Agreement

  

Promissory

Note

   Total 
             
Principal balance outstanding  $13,500   $12,799   $26,299 
Paid in kind interest   2,459    -    2,459 
Debt discount   (4,343)   (3,576)   (7,919)
Amortization of debt discount   427    373    800 
Total  $12,043   $9,596   $21,639 

 

Loan Agreement

 

On November 1, 2024, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) for a secured loan with certain lenders, including its former Chief Executive Officer Steven Lisi and director Robert Carey, for an aggregate principal balance of $11.5 million. The Loan Agreement was approved by each of the Company’s independent and disinterested directors, following the receipt of a recommendation from an independent investment bank. The Loan Agreement provides for the following terms: (i) principal amount of $11,500,000; (ii) ten-year term; (iii) interest of 15% per annum of which 3% shall be payable in cash and 12% payable in kind through June 30, 2026 and thereafter all in cash; (iv) a royalty interest of 8% of the Company’s net sales on a quarterly basis from July 2026 until the facility is repaid in full; (v) the Company’s obligations will be secured by substantially all of the Company’s assets and (vi) the Company issued the lenders warrants to purchase up to 37,900 shares of the Company’s common stock at an exercise price, adjusted for the 2026 Reverse Stock Split, of $151.80 per share. On November 3, 2025, the parties entered into a waiver agreement pursuant to which the Loan Agreement lenders consented to the Company’s issuance of the Streeterville Note in exchange for reducing the exercise price from $151.80 per share to $39.00 per share.

 

On June 2, 2025, the Company received $2.0 million of advanced financing from a related party, director Robert Carey who is also an existing lender under its Loan Agreement (“Additional Loans”). On November 3, 2025, the Company amended and restated the original Loan Agreement (as amended, the “Amended Loan Agreement”) to provide for and finalize the terms of the $2.0 million Additional Loans and the issuance of new five-year warrants to purchase up to 25,642 shares of the Company’s common stock (the “Supplemental Warrants”) with an exercise price of $39.00 per share, as adjusted for the 2026 Reverse Stock Split, and subject to the same terms and conditions applicable to the existing warrants issued under the original Loan and Security Agreement. The amendment was accounted for as a modification under ASC 470, Debt.

 

As the repayments under the Amended Loan Agreement are based on a fixed percentage of future net sales, the timing and amounts of future principal payments may vary with the Company’s performance. The outstanding debt balance has been classified in the consolidated balance sheets based on the Company’s current estimate of the repayment timing.

 

Promissory Note

 

On November 4, 2025, the Company entered into and closed on a note purchase agreement (the “Note Purchase Agreement”) with Streeterville Capital LLC (“Streeterville”), which provided for the issuance of a secured promissory note in the principal amount of $12.0 million (the “Note”). The principal amount of the Note is due 24 months following the date of issuance. Interest will accrue at the rate of 15% per annum, with no interest accruing for the first 12 months following issuance; provided however, that Streeterville is guaranteed 12 months of interest, or $1.8 million, even if the Note is redeemed or prepaid prior to the maturity date. Of the total $12.0 million Note, $6.0 million was placed in a restricted account and will be accessible by the Company as the first $6.0 million is repaid.

 

 

NOTE 9 LOANS (continued)

 

During the three months ended June 30, 2026, the Company and Streeterville entered into various exchange agreements, pursuant to which the Company delivered to Streeterville 58,692 shares of common stock at an average price of $8.52 per share, as adjusted for the 2026 Reverse Stock Split, based on the average closing stock price during the five trading days immediately preceding the effectiveness of each exchange agreement, which offset principal of approximately $0.5 million outstanding under the Note. The average fair value of the 58,692 shares of common stock issued was $9.20 per share. The difference in the principal offset and the fair value of stock issued was recorded as loss on extinguishment of debt. As the exchanges are treated as partial extinguishment of the Note, a proportionate amount of unamortized debt discount and financing costs were written-off during the three months ended June 30, 2026, resulting in a loss of $0.2 million recorded within Loss on extinguishment of debt in the condensed consolidated statement of operations and comprehensive loss. In connection with this reduction to the principal balance outstanding, approximately $0.2 million was released from restricted cash during the three months ended June 30, 2026.