4. Convertible and Non-Convertible Promissory Notes

Notes Purchase Agreement - Streeterville

On March 2, 2026, the Company entered into a Note Purchase Agreement with Streeterville Capital, LLC ("Streeterville"), pursuant to which the Company issued and sold (i) an unsecured promissory note (the "A-1 Note"), and (ii) a secured promissory note (the "B Note") for aggregate gross proceeds of $20.0 million.

A-1 Note: The Company issued the A-1 Note with a stated principal amount of $10.93 million, inclusive of an original issue discount ("OID") of $0.9 million and a $30,000 transaction expense reimbursement to the lender to cover the lender’s legal, accounting and due diligence expenses. On the Closing Date, the net cash proceeds to the Company were $10 million. The A-1 Note bears interest at 9% per annum, compounded daily, and matures 18 months from issuance ( September 2, 2027).  The A-1 Note is recorded at amortized cost, net of unamortized discount, which is amortized to interest expense over the term using the effective interest method in accordance with ASC 835-30.

Ninety days after issuance, the Company is charged a one-time fee for monitoring this Note equal to the outstanding balance divided by .85 less the outstanding balance. On May 31, 2026, the monitoring fee was $1,972,708. This monitoring fee is added to the outstanding balance, accrues interest, and will be forgiven on a pro rata basis each time the Company makes a cash payment.

Beginning six months after issuance, the investor may require monthly cash redemptions of up to $250,000, aggregated with any redemptions under the B Note. The A-1 Note also permits additional early redemptions upon the occurrence of specified stock-price based conditions.  The A-1 Note includes customary affirmative and negative covenants and events of default, including payment defaults, covenant breaches, and insolvency events.  No redemptions, trigger events, covenant breaches, or defaults occurred through June 30, 2026. 

B Note: The Company issued the B Note in the principal amount of $10.0 million, bearing interest at 5% per annum, compounded daily, and maturing on September 2, 2027. The B Note was funded into a deposit account subject to a Deposit Account Control Agreement, and is secured by the cash held in that account and guaranteed by ALLR Holdings, LLC.  The related cash is classified as restricted cash on the balance sheet.

Beginning six months after issuance, the investor may require monthly cash redemptions of up to $250,000, aggregated with any redemptions under the A-1 Note, with corresponding releases of restricted cash. The B Note was issued at par and is carried at amortized cost. No redemptions or defaults occurred through June 30, 2026.

As of June 30, 2026, the A-1 Note, B Note, and related net embedded derivative liability (see Note 2) are classified as current liabilities, as the notes are due within twelve months of the balance sheet date or are subject to redemption rights exercisable within that period. The Company was in compliance with all material terms of the Note Purchase Agreement as of June 30, 2026. For the three and six months ended June 30, 2026, the A-1 Note incurred an interest expense of $253,369 and $335,343, respectively, inclusive of original issue discount. The B Note incurred interest expense for the three and six months ended June 30, 2026 of $127,713 and $169,464, respectively.

Convertible Promissory Note - Novartis

See Note 6.