11. TERM LOANS AND WARRANT LIABILITIES

May 2024 Term Loan

On May 13, 2024, the Company entered into a Term Loan and Security Agreement (the “Loan Agreement”), pursuant to which the Company received $14,700 in cash proceeds in exchange for a $15,000 term loan (the “Close Date Term Loan”) and the issuance of warrants to purchase up to 3,068,182 shares of the Company’s common stock (“Warrants”). Because the Close Date Term Loan and Warrants were determined to be freestanding financial instruments both recorded subsequently at fair value, the proceeds received were allocated to each instrument on a relative fair value basis.

On May 9, 2025, the Company entered into a First Amendment to Term Loan and Security Agreement (the “First Amendment”), which amended the terms of the Loan Agreement. Pursuant to the First Amendment, the lenders (the “Lenders”) agreed to: (i) extend an additional term loan to the Company in the aggregate principal amount of $4,000 (the “First Amendment Term Loan” and with the Close Date Term Loan, the “Term Loans”), and (ii) provide a process to obtain, at the Lenders’ sole discretion, an additional term loan of up to $4,000 (the “Additional Term Loan”). The terms of the existing $15,000 Close Date Term Loan remain unchanged. As of June 30, 2026, the Additional Term Loan had not been drawn.

The Loan Agreement contains customary representation and warranties of the Company, affirmative and negative covenants, including without limitation restricting the Company from certain distributions, investments, indebtedness, sales of assets, loans and payments, of the Company, events of default and remedies thereupon, indemnification obligations of the Company, termination provisions, and other obligations and rights of the parties. All obligations under the Loan Agreement are secured by substantially all of the Company’s assets. On March 18, 2026, the Company was not in compliance with the minimum cash requirement covenant in the Loan Agreement and signed a waiver with the Lenders in connection with such noncompliance. In connection with the waiver, the outstanding principal balance was increased by $56. No other terms of the Loan Agreement were changed.

On May 12, 2026, the Company entered into a Second Amendment to Term Loan and Security Agreement (the “Second Amendment”), which extended the maturity date for the Close Date Term Loan to July 13, 2026. Pursuant to the Second Amendment, the Company agreed to pay an extension fee in an amount equal to 1% of the outstanding principal amount of the Close Date Term Loan, which increased the outstanding principal amount of the Close Date Term Loan by $151. No other terms of the Loan Agreement were changed.

The Company determined that the Term Loans were eligible for the FVO and accordingly elected the FVO for the Term Loans. This election was made because of operational efficiencies in valuing and reporting for the Term Loans in their entirety at each reporting date. As a result of electing the FVO, the Term Loans were recorded at fair value at issuance with subsequent remeasurements at fair value each reporting period. The Company recognizes the resulting gain or loss related to changes to the fair value of the Term Loans, other than changes associated with the Company’s own credit risk, on the condensed consolidated statements of operations within other income. The change in fair value related to the accrued interest components of the Term Loans is also included within other income on the condensed consolidated statement of operations. The change in fair value attributable to the Company’s own credit risk is recorded in other comprehensive income or loss in the Company’s condensed consolidated statements of operations and comprehensive loss. Direct costs and fees related to the Term Loans were expensed as incurred within other income on the condensed consolidated statement of operations.

Close Date Term Loan

The principal amount of the Close Date Term Loan is $15,000 and was payable upon maturity on May 13, 2026 before the Second Amendment. The Close Date Term Loan provides a two percent original issue discount to the lenders. The Company is required to make quarterly interest payments on the Close Date Term Loan. The Company may elect to pay quarterly interest on the Close Date Term Loan based on the three-month Secured Overnight Financing Rate (“SOFR”) plus five percent (5%) in cash or the Company may elect to pay interest based on the three-month SOFR plus six percent (6%) with 50% paid in cash and the remainder paid by issuing shares of the Company’s common stock. The Company may voluntarily redeem the Close Date Term Loan within one year of the issuance at 101% of the principal amount and after one year at par value. Subsequent to June 30, 2026, the Company entered into the Third Amendment (as defined below), which further extended the maturity date and modified the repayment terms of the Close Date Term Loan. See Note 20, Subsequent Events, for additional information.

The Company utilized the discounted cash flow method with reliance on the Monte Carlo simulation model to determine the fair value of the Close Date Term Loan at issuance and subsequently at each reporting date. The fair value of the Close Date Term Loan was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. One of the significant fair value assumptions is the discount rate, which was 36.1% and 36.1% as of June 30, 2026 and September 30, 2025, respectively.

First Amendment Term Loan

The principal of the First Amendment Term Loan was $4,000 and was payable upon maturity on December 31, 2025. The First Amendment Term Loan and any Additional Term Loan provided under the First Amendment bore interest at a rate equal to the three-month Term SOFR plus five percent (5.00%) per annum. Interest on the outstanding principal balance of the First Amendment Term Loan and any Additional Term Loan is payable quarterly in arrears in cash. In addition, the Company was required to pay to the Lenders, concurrently with each payment of principal under the First Amendment Term Loan and any Additional Term Loan, an additional amount such that the Lenders received a total return equal to 30% of the principal amount being repaid, including the interest paid on such principal amount and such additional payment amount (“Minimum Return Amount”).

The Company utilized the discounted cash flow method with reliance on the Monte Carlo simulation model to determine the fair value of the First Amendment Term Loan at issuance and subsequently at each reporting date. The fair value of the First Amendment Term Loan was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. One of the significant fair value assumptions is the discount rate, which was 34.8% as of September 30, 2025.

The Company recognized a loss on issuance of the First Amendment Term Loan of $480 which represents the difference between the cash received for the First Amendment Term Loan and the fair value of the First Amendment Term Loan at issuance. The loss on issuance of the First Amendment Term Loan is recorded within other income on the condensed consolidated statement of operations.

Warrant Liabilities

The Company issued Warrants to the Lenders to purchase up to 3,068,182 shares of the Company’s common stock at an initial exercise price of $2.53 per share, subject to certain adjustments. The Warrants were initially exercisable upon issuance through May 13, 2029 and may be exercised via cashless exercise. Subsequent to June 30, 2026, the Company entered into a First Amendment to Warrant Agreement, which extended the expiration date to May 13, 2030 and reduced the exercise price of the Warrants to $2.28 per share. See Note 20, Subsequent Events, for additional information.

The Warrants are recognized as liabilities in the condensed consolidated balance sheet and are subject to remeasurement at each balance sheet date from issuance. Any change in fair value is recognized in other income within the condensed consolidated statement of operations.

The Company utilized the Monte Carlo simulation model to determine the fair value of the warrant liabilities at issuance and subsequently at each reporting date. The fair value of the warrant liabilities is the present value of the warrant payoff at expiration; discounted at the risk-free rate. The fair value of the warrant liabilities was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy.

June 2026 Term Loan

On June 9, 2026, the Company entered into a loan agreement that provided for an unsecured term loan with an aggregate principal amount of $4,300 (the “June Term Loan”). The Company received net proceeds of $3,999 after deducting an origination fee of $301. The proceeds are available solely for working capital and general corporate purposes. The June Term Loan bears interest at a fixed rate of 18% per annum. Interest is calculated on the basis of a 360-day year using the actual number of days elapsed and is payable monthly in arrears, commencing on July 1, 2026. All outstanding principal, accrued and unpaid interest, fees and costs are due and payable on September 14, 2026.

Upon the occurrence and continuation of an event of default, the outstanding principal balance bears interest at the contractual rate plus an additional 5% per annum.The Company is required to pay an exit fee upon repayment in full of the June Term Loan. The exit fee is $65 if the loan is repaid on or before July 13, 2026 and $151 if the loan is repaid after July 13, 2026. The Company expects to repay the loan after July 13, 2026 and, accordingly, the $151 exit fee is included in the carrying amount of the June Term Loan using the effective interest method.

The loan agreement contains customary representations and warranties, affirmative and negative covenants, events of default and related remedies. The covenants include restrictions on certain distributions, indebtedness, fundamental changes, asset sales and redemptions. The June Term Loan is subject to mandatory prepayment upon certain events, including a change in control, certain asset sales outside the ordinary course of business and certain equity issuances. The Company may also voluntarily prepay the June Term Loan in whole or in part in increments of at least $250 upon 30 days’ advance written notice, subject to payment of the applicable exit fee.