SUBSEQUENT EVENTS |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| SUBSEQUENT EVENTS | |
| SUBSEQUENT EVENTS | 13. SUBSEQUENT EVENTS
Promissory Note and Warrant Issued to GS Capital Partners, LLC
On August 5, 2026, the Company entered into a Securities Purchase Agreement and issued a second unsecured promissory note to GS Capital (the "August GS Capital Note"), together with a warrant to purchase 20,000 shares of common stock. The August GS Capital Note has a principal balance of $69 thousand and an original issue discount of $6 thousand, resulting in net proceeds of $63 thousand, on substantially the same terms as the note GS Capital issued to the Company in December 2025 (see Note 7, "Notes Payable"). The August GS Capital Note was issued and funded after the June 30, 2026 balance sheet date and, accordingly, is not reflected in the Company's condensed consolidated financial statements as of and for the period ended June 30, 2026.
The August GS Capital Note includes a one-time guaranteed interest charge of 12% ($8 thousand), applied on the issuance date and added to the principal balance, resulting in total amounts due of $77 thousand, and matures on August 5, 2027. The outstanding principal is payable in seven monthly installments of approximately $11 thousand each, commencing on the 181st day following the issuance date and continuing every 30 days thereafter for six months, with any remaining principal and interest due at maturity. The Company may prepay the note in whole or in part at any time. Upon an event of default, amounts outstanding become immediately due and payable at 150% of the then-outstanding balance, and default interest accrues at the lesser of 24% per annum or the maximum rate permitted by law.
The note is not convertible into shares of common stock unless an event of default occurs, following which GS Capital may convert the outstanding balance into common stock at a conversion price equal to 65% of the lowest trading price of the Company's common stock during the fifteen trading days preceding the conversion notice, subject to a 4.99% beneficial ownership limitation. The note also contains customary covenants, a cross-default provision, and a most favored nations clause consistent with the December 2025 GS Capital note.
The warrant issued in connection with the August GS Capital Note has an exercise price of $0.30 per share, is exercisable beginning August 5, 2026, and expires on August 5, 2028.
Promissory Note and Warrant Issued to Andrew T. Hunter
On August 6, 2026, the Company issued a promissory note to Andrew Templeton Hunter (the "Hunter Note") in the principal amount of $10 thousand, together with a warrant to purchase 10,000 shares of common stock. The Hunter Note was issued after the June 30, 2026 balance sheet date and, accordingly, is not reflected in the Company's condensed consolidated financial statements as of and for the period ended June 30, 2026.
The Hunter Note accrues total interest of $1 thousand, for total amounts due of $11 thousand, and matures on February 6, 2027. The note is payable in four monthly installments of approximately $2.8 thousand each, beginning November 1, 2026, with the final installment including the $1 thousand of accrued interest. With the Holder's written consent, the note may be prepaid in whole or in part without penalty or premium.
The warrant issued in connection with the Hunter Note has an exercise price of $0.30 per share, was issued on August 6, 2026, and expires on August 5, 2029.
Promissory Note Issued to Vanquish Funding Group Inc.
On June 25, 2026, the Company entered into a promissory note (the "Vanquish Note") with Vanquish Funding Group Inc., a Virginia corporation (the "Holder"), with a principal amount of $152 thousand, reflecting a purchase price of $132 thousand and an original issue discount of $20 thousand. The Vanquish Note was not funded until July 6, 2026, after the June 30, 2026 balance sheet date, and accordingly is not reflected in the Company's condensed consolidated financial statements as of and for the period ended June 30, 2026.
The Vanquish Note bears a one-time interest charge of 12% ($18 thousand), for total payments due under the note of $170 thousand, and matures on April 30, 2027. The note is payable in five mandatory monthly installments: $85 thousand due December 30, 2026, and $21 thousand due on each of January 30, 2027, February 28, 2027, March 30, 2027, and April 30, 2027. The Company may prepay the note in full at any time without penalty. Amounts not paid when due bear default interest at 22% per annum.
The Vanquish Note is not convertible into shares of the Company's common stock unless an Event of Default occurs. Following an Event of Default, the Holder may convert all or a portion of the outstanding balance (including a 150% default premium) into shares of common stock at a conversion price equal to 65% of the lowest trading price of the Company's common stock during the ten trading days preceding the conversion date. The Company is required to reserve authorized shares equal to four times the number of shares issuable upon full conversion of the note.
Insurance Policy Financing
On July 4, 2026, the Company entered into a premium finance agreement to finance $114 thousand of its insurance policy premiums. Monthly payments are due under the agreement, including interest at a rate of 8.0%. The note matures on May 4, 2027. |