Notes Payable (Tables)

6 Months Ended

Jun. 30, 2026

The tables below summarize these agreements as of June 30, 2026 and December 31, 2025, providing details on contractual maturity dates, contractual interest rates, unpaid principal balances, fair value adjustments, original issue discounts, including proceeds allocated to warrants, and net carrying values.

On September 29, 2025, the Company obtained control of AIXC. Accordingly, AIXC’s assets and liabilities, including its outstanding debt instruments, have been consolidated as of September 29, 2025. The inclusion of AIXC’s debt in the consolidated balances below reflects the fair value of such obligations recognized upon initial consolidation.

Most of the Company’s notes payable are accounted for under the fair value option in accordance with ASC 825, with changes in fair value recorded in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. For instruments measured at fair value, no effective interest rate is presented, as changes in fair value capture all economic returns associated with these debt instruments. Although the stated interest rates on the SPA Portfolio Notes varies between 3.5% and 15%, the Company’s effective cost of capital is substantially higher. Each SPA Portfolio Note permits the holder to settle in shares at a value exceeding the stated principal and accrued interest. In addition, each noteholder receives an SPA Portfolio Warrant, and certain holders receive an Incremental Warrant. These settlement features and additional instruments have significant value and materially increase the effective cost of capital above the stated rates. Further, these instruments carry high interest rate structures and embedded economics that can result in a loss on issuance. The financial impact of the SPA Portfolio Notes is reflected in the change in fair value and loss on extinguishment line items in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.



	June 30, 2026
(in thousands)	Contractual Maturity Date	Contractual Interest Rates					Unpaid Principal Balance			Fair Value Measurement Adjustments		Original Issue Discount and Proceeds Allocated to Warrants		Net Carrying Value
2023 Unsecured SPA Notes	Various through April 2032	10	%	-		15%	$	4,500		$	193	$	(450)	$	4,243
Junior Secured SPA Notes	Various through December 2030	10%					4,727			(124)		—		4,603
2024 Unsecured SPA Notes	July 2030	10%					33			5		—		38
2025 March Unsecured SPA Notes	Various through June 2031	10%					8,538			(2,462)		(2,703)		3,373
2025 July Unsecured SPA Notes	August 2030	10%					14,738			(57)		(3,026)		11,655
Unsecured Convertible Notes	Various dates in 2026	4.27%					6,500			(1,557)		—		4,943
Secured Streeterville Notes	April 2028	3.5	%	—	%	9%	45,780		(1)	(1,934)		(750)		43,096
May 2026 Convertible Notes	May 2027	8%					27,000			(1,444)		(2,000)		23,556
Notes payable – China other	Due on Demand	—%					4,421			—		—		4,421


							$	116,237		$	(7,380)	$	(8,929)	$	99,928


Notes payable, current portion														$	27,977
Notes payable, long-term portion														$	71,951

(1) Principal amounts exclude accrued and unpaid interest. Interest on the Secured Streeterville B Note with a principal of $30,000 thousand compounds daily; accrued interest is excluded from the principal amounts presented for all notes


	December 31, 2025
(in thousands)	Contractual Maturity Date	Contractual Interest Rates			Unpaid Principal Balance		Fair Value Measurement Adjustments		Original Issue Discount and Proceeds Allocated to Warrants		Net Carrying Value

2023 Unsecured SPA Notes	Various through November 2031	10%	-	15%	8,100		(622)		(810)		6,668
Junior Secured SPA Notes	Various through December 2030	10%			12,107		(705)		—		11,402
2024 Unsecured SPA Notes	Various through December 2030	10%			6,070		(252)		—		5,818
2025 March Unsecured SPA Notes	Various dates in 2030	10%			5,508		(1,096)		(2,304)		2,108
2025 July Unsecured SPA Notes	August 2030	10%			37,592		(3,079)		(7,717)		26,796
Unsecured Convertible Notes	June 2026	4.27%			5,000		(1,558)		—		3,442
Notes payable – China other	Due on Demand	—%			4,290		—		—		4,290
2025 Convertible Note - AIXC	January 2026	—%			132		32		(22)		142


					$	78,799	$	(7,280)	$	(10,853)	$	60,666

Notes payable, current portion											$	4,432
Notes payable, long-term portion											$	56,234

The future scheduled principal maturities of Related party notes payable as of June 30, 2026, are as follows:


(in thousands)
Years Ending December 31,	Amount
Due on demand	$	516



2026	737
2027	1,179
2028	1,769



	$	4,201

Schedule of Notes Payable Rollforward

The following table presents a roll forward of the Company’s Notes payable balances from March 31, 2026 to June 30, 2026 with third parties. The table summarizes beginning and ending balances by debt category and details changes during the period, including repayments, conversions, reclassifications, fair value adjustments, and other significant transactions.


	Categories of Debt
(in thousands)	2023 Unsecured SPA Notes		Unsecured Convertible Notes		Junior Secured SPA Notes		2024 Unsecured SPA Notes		2025 March Unsecured SPA Notes		2025 July Unsecured SPA Notes		Notes payable – China other		Streeterville Secured Notes		May 2026 Convertible Notes		Total
Balance as of March 31, 2026 (a)	$	4,356	$	4,139	$	7,263	$	40	3,442		22,778		$	4,349	$	—	$	—	$	46,367
New Issuances (b)	450		724		—		—		—		—		—		45,000		25,000		71,174



Conversion of Debt to Equity (c)	(712)		—		(2,580)		—		—		(11,348)		—		—		—		(14,640)


Fair Value Adjustments of Debt (d)	149		80		(80)		(2)		(69)		225		—		(1,904)		(1,444)		(3,045)


Other Adjustments (e)	—		—		—		—		$	—			72		—		—		72
Balance as of June 30, 2026 (f)	$	4,243	$	4,943	$	4,603	$	38	$	3,373	$	11,655	$	4,421	$	43,096	$	23,556	$	99,928



(a) The carrying value for each note category, fair value or amortized cost depending on the election, as of March 31, 2026.
(b) Debt instruments issued during the period, recorded at fair value upon issuance if the fair value option is elected, or at principal balance net of discounts. For notes measured at fair value, the aggregate fair value adjustment recognized at issuance reduced the principal amount of notes issued during the period by $3,107 thousand. This reduction reflects the allocation of total transaction proceeds between the SPA Notes and the related SPA Warrants and Incremental Warrants issued as part of the bundled transaction.



(c) Fair value of debt converted into equity during the period.


(d) Adjustments to debt fair value due to the fair value option election, embedded derivatives, or anti-dilution provisions. These adjustments are presented as a component of Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Line-item Change in fair value of notes payable, warrant liabilities, and derivative call options also includes debt issuance costs of $5,497 thousand, which are separately identifiable from the fair value adjustments noted above. Instruments with a zero balance in this line are carried at amortized cost; the fair value option was not elected for such instruments.


(e) Miscellaneous changes not captured in other columns, such as currency adjustments and reclassification to accrued expenses.
(f) The carrying value for each note category, fair value or amortized cost depending on the election, as of June 30, 2026.

The following table presents a roll forward of the Company’s Notes payable balances from March 31, 2025 to June 30, 2025 with third parties. The table summarizes beginning and ending balances by debt category and details changes during the period, including repayments, conversions, reclassifications, fair value adjustments, and other significant transactions.


	Categories of Debt
(in thousands)	Secured SPA Notes		2023 Unsecured SPA Notes		Junior Secured SPA Notes		2024 Unsecured SPA Notes		2025 March Unsecured SPA Notes		Notes payable – China other		Total
Balance as of March 31, 2025 (a)	$	2,389	$	—	$	6,060	$	11,330	$	763	$	4,132	$	24,674
New Issuances (b)	—		4,500		—		—		9,287		—		13,787

Repayment of Debt, including periodic interest on debt carried at fair value (c)	—		—		—		—		—		—		—

Conversion of Debt to Equity (d)	(2,946)		—		(6,904)		(5,847)		(3,510)		—		(19,207)


Fair Value Adjustments of Debt (e)	557		39		844		4,526		2,757		—		8,723


Other Adjustments (f)	—		—		—		—		—		56		56
Balance as of June 30, 2025 (g)	$	—	$	4,539	$	—	$	10,009	$	9,297	$	4,188	$	28,033



(a) The carrying value for each note category, fair value or amortized cost depending on the election, as of March 31, 2025.
(b) Debt instruments issued during the period, recorded at fair value upon issuance if the fair value option is elected, or at principal balance net of discounts. For notes measured at fair value, the aggregate fair value adjustment recognized at issuance reduced the principal amount of notes issued during the period by $13,283 thousand. This reduction reflects the allocation of total transaction proceeds between the SPA Notes and the related SPA Warrants and Incremental Warrants issued as part of the bundled transaction.

(c) Cash repayments of principal amounts during the period.

(d) Fair value of debt converted into equity during the period.


(e) Adjustments to debt fair value due to the fair value option election, embedded derivatives, or anti-dilution provisions. These adjustments are presented as a component of 'Change in fair value of notes payable, warrant liabilities, and call option derivatives' in the Unaudited Condensed Consolidated Statements of Operations. Line-item 'Change in fair value of notes payable, warrant liabilities, and call option derivatives' also includes debt issuance costs of $1,801 thousand, which are separately identifiable from the fair value adjustments noted above.


(f) Miscellaneous changes not captured in other columns, such as currency adjustments and reclassification to accrued expenses.
(g) The carrying value for each note category, fair value or amortized cost depending on the election, as of June 30, 2025.

The following table presents a roll forward of the Company’s Notes payable balances from December 31, 2025 to June 30, 2026 with third parties. The table summarizes beginning and ending balances by debt category and details changes during the period, including repayments, conversions, reclassifications, fair value adjustments, and other significant transactions.


	Categories of Debt
(in thousands)	2023 Unsecured SPA Notes		Unsecured Convertible Notes		Junior Secured SPA Notes		2024 Unsecured SPA Notes		2025 March Unsecured SPA Notes		2025 July Unsecured SPA Notes		Notes payable – China other		Secured Streeterville Notes		May 2026 Convertible Notes		2025 Convertible Note - AIXC		Total
Balance as of December 31, 2025 (a)	$	6,668	$	3,442	$	11,402	$	5,818	$	2,108	26,796		$	4,290	$	—	$	—	$	142	$	60,666
New Issuances (b)	4,050		1,100		—		—		1,903		—		—		45,000		25,000		—		77,053

Repayment of Debt (c)	—		—		—		—		—		—		—		—		—		(132)		(132)

Conversion of Debt to Equity (d)	(7,436)		—		(7,726)		(6,300)		(656)		(17,839)		—		—		—		—		(39,957)


Fair Value Adjustments of Debt (e)	961		401		927		520		18		2,698		—		(1,904)		(1,444)		(10)		2,167


Other Adjustments (f)	—		—		—		—		—		—		131		—		—		—		131
Balance as of June 30, 2026 (g)	$	4,243	$	4,943	$	4,603	$	38	$	3,373	$	11,655	$	4,421	$	43,096	$	23,556	$	—	$	99,928



(a) The carrying value for each note category, fair value or amortized cost depending on the election, as of December 31, 2025.
(b) Debt instruments issued during the period, recorded at fair value upon issuance if the fair value option is elected, or at principal balance net of discounts. For notes measured at fair value, the aggregate fair value adjustment recognized at issuance reduced the principal amount of notes issued during the period by $6,448 thousand. This reduction reflects the allocation of total transaction proceeds between the SPA Notes and the related SPA Warrants and Incremental Warrants issued as part of the bundled transaction.

(c) Cash repayments of principal amounts during the period.

(d) Fair value of debt converted into equity during the period.


(e) Adjustments to debt fair value due to the fair value option election, embedded derivatives, or anti-dilution provisions. These adjustments are presented as a component of Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Line-item Change in fair value of notes payable, warrant liabilities, and derivative call options also includes debt issuance costs of $6,657 thousand, which are separately identifiable from the fair value adjustments noted above. Instruments with a zero balance in this line are carried at amortized cost; the fair value option was not elected for such instruments.


(f) Miscellaneous changes not captured in other columns, such as currency adjustments and reclassification to accrued expenses.
(g) The carrying value for each note category, fair value or amortized cost depending on the election, as of June 30, 2026.

The following table presents a roll forward of the Company’s Notes payable balances from December 31, 2024 to June 30, 2025 with third parties. The table summarizes beginning and ending balances by debt category and details changes during the period, including repayments, conversions, reclassifications, fair value adjustments, and other significant transactions.


	Categories of Debt
(in thousands)	Secured SPA Notes		2023 Unsecured SPA Notes		Junior Secured SPA Notes		2024 Unsecured SPA Notes		2025 March Unsecured SPA Notes		2025 July Unsecured SPA Notes		Notes payable – China other		Auto Loans		Total
Balance as of December 31, 2024 (a)	$	5,457	$	6,716	$	26,059	$	7,032	$	—	$	—	$	4,173	$	51	$	49,488
New Issuances (b)	—		4,500		—		11,096		10,094		—		—		—		25,690

Repayment of Debt, including periodic interest on debt carried at fair value (c)	—		—		—		—		—		—		—		(6)		(6)

Conversion of Debt to Equity (d)	(3,535)		(4,692)		(16,468)		(5,847)		(3,510)		—		—		—		(34,052)


Fair Value Adjustments of Debt (e)	(1,922)		(1,985)		(9,591)		(2,272)		2,713		—		—		—		(13,057)


Other Adjustments (f)	—		—		—				—		—		15		(45)		(30)
Balance as of June 30, 2025 (g)	$	—	$	4,539	$	—	$	10,009	$	9,297	$	—	$	4,188	$	—	$	28,033



(a) The carrying value for each note category, fair value or amortized cost depending on the election, as of December 31, 2024.
(b) Debt instruments issued during the period, recorded at fair value upon issuance if the fair value option is elected, or at principal balance net of discounts. For notes measured at fair value, the aggregate fair value adjustment recognized at issuance reduced the principal amount of notes issued during the period by $23,380 thousand. This reduction reflects the allocation of total transaction proceeds between the SPA Notes and the related SPA Warrants and Incremental Warrants issued as part of the bundled transaction.

(c) Cash repayments of principal amounts during the period.

(d) Fair value of debt converted into equity during the period.


(e) Adjustments to debt fair value due to the fair value option election, embedded derivatives, or anti-dilution provisions. These adjustments are presented as a component of Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Line-item Change in fair value of notes payable, warrant liabilities, and derivative call options also includes debt issuance costs of $2,230 thousand, which are separately identifiable from the fair value adjustments noted above.


(f) Miscellaneous changes not captured in other columns, such as currency adjustments and reclassification to accrued expenses.
(g) The carrying value for each note category, fair value or amortized cost depending on the election, as of June 30, 2025.

Schedule of Maturities of Long-term Debt

The future scheduled principal maturities of Notes payable as of June 30, 2026, are as follows:


(in thousands)
Due on demand	$	4,421



2026	6,500
2027	27,000
2028	45,780
2029	—
2030	19,498
2031	8,538
Thereafter	4,500
	$	116,237

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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+ Details