Subsequent Events

6 Months Ended

Jun. 30, 2026

Subsequent Events [Abstract]

Subsequent Events

10. Subsequent Events

The Company’s management has evaluated subsequent events after the unaudited consolidated balance sheet dated as of June 30, 2026, through the date of filing of this Quarterly Report. Based upon the evaluation, management has determined that, other than as disclosed herein, no subsequent events have occurred that would require recognition in the accompanying condensed consolidated financial statements or disclosure in the notes thereto.

In July 2026, HUB acquired an additional portion of the Purchase Rights from an original holder. The Company was not involved in the transaction and did not receive any remuneration as part of the transaction.

July 2026 HUB Note

On July 8, 2026, the Company entered into a promissory note with HUB providing for the sale and issuance of a subordinated note due in the aggregate original principal and net proceeds amount of $0.7 million (the July 2026 HUB Note), which were received as an advancement on June 30, 2026, as discussed in Note 7 – Commitments and Contingencies.

The principal amount of the July 2026 HUB Note accrues interest at a rate of 12% per annum and will mature on June 8, 2027. The Company will be in default if any amount of principal or other amounts are not paid when due. The Company is required to pay, at maturity, all outstanding principal, accrued and unpaid interest, and certain fees (as defined in the promissory note).

The July 2026 HUB Note prohibits the Company from entering specified transactions (including mergers, business combinations and similar transactions) or amending its organizational documents unless the Company obtains prior written consent of HUB.

The July 2026 HUB Note contains a variety of obligations on the Company not to engage in specified activities, which are typical for transactions of this type, as well as the following covenants:

	○	The Company will not merge or consolidate into another entity;
	○	The Company will not sell or dispose of all or substantially all of its assets;
	○	The Company will not dissolve, wind-up, or liquidate or initiate a bankruptcy proceeding;
	○	The Company will not materially alter the nature of its business operations;
	○	The Company will not make payments to any non-employee shareholder during the occurrence of an Event of Default (as defined in the promissory note); and,
	○	The Company will notify HUB if we are subject to any judgements or decrees before any court or governmental entities or if there are any Events of Default;