v3.26.1
Notes Payable
6 Months Ended
Jun. 30, 2026
Notes Payable  
Notes Payable

4. Notes Payable


Convertible Note — First Finance

On June 20, 2025, the Company issued a $3,000 convertible note to First Finance. The note accrued interest at 10% per annum and was mandatorily convertible into shares of newly designated Class B Convertible Preferred Stock upon the issuance of the Class A Redeemable Preferred Stock, which occurred on July 18, 2025. Interest expense on the convertible note of $8 and $8 was recognized during the three and six months ended June 30, 2025, respectively.

On July 21, 2025, the note, together with accrued interest automatically converted into 3,026 shares of Class B Convertible Preferred Stock. The conversion was recognized in equity with no gain or loss. The conversion ratio was fixed at issuance and the instrument qualified for the own-equity scope exception under ASC 815-40. Because the conversion occurred after June 30, 2025, it is not reflected as a non-cash financing activity in the supplemental cash flow information for either period presented.

No convertible note liability was outstanding as of June 30, 2026 or December 31, 2025, and all Class B Convertible Preferred Stock has been converted or redeemed. See Note 10 — Shareholders' Equity.

Note Payable — Related Party

On June 30, 2026, the Company entered into a Loan Agreement with First Finance, the Company's largest stockholder, pursuant to which First Finance agreed to lend the Company up to $1,000 in the aggregate. The loan is advanced in tranches consisting of an initial tranche of $500 and additional tranches of $250 each, in each case on dates mutually agreed by the parties.

 

Amounts advanced bear interest at 11% per annum, calculated daily on the basis of a 360-day year and accruing from the applicable advance date until repayment in full. Overdue interest is compounded and added to principal. The loan matures on the earlier of December 30, 2026 or such other date as the parties may mutually agree in writing and may be prepaid in whole or in part at any time without notice, bonus or penalty, provided no event of default is outstanding. The Loan Agreement contains customary events of default, including failure to pay principal or interest when due, subject to a ten-business day cure period; repayment of other indebtedness prior to the loan; assignment for the benefit of creditors; liquidation or dissolution; appointment of a receiver; and bankruptcy proceedings. Upon an event of default, the outstanding indebtedness becomes immediately due and payable. The Loan Agreement is governed by the laws of the State of Nevada. The Company intends to use the proceeds of the loan for general working capital purposes; however, disbursement of the proceeds is subject to review and approval by First Finance. As of June 30, 2026, $447 of the proceeds remained undisbursed and is classified as restricted cash. See Note 1 — Restricted Cash.

 

The Company received the initial tranche of $500 on June 29, 2026, in anticipation of execution of the Loan Agreement on June 30, 2026, and the advance is recorded as a note payable to a related party within current liabilities in the accompanying condensed consolidated balance sheet as of June 30, 2026. Accrued interest as of June 30, 2026, and interest expense for the three and six months ended June 30, 2026, were less than $1 and are not presented separately. The loan is carried at amortized cost, and its carrying amount approximates fair value given its short term and market rate of interest. Assuming the loan remains outstanding until contractual maturity with no prepayments, the Company expects to pay principal of $1,000 and accrued interest of approximately $54 on December 30, 2026.

 

Because First Finance beneficially owned approximately 61.34% of the Company's common stock on an as-converted basis as of June 30, 2026, the Loan Agreement constitutes a related party transaction. The terms of the Loan Agreement were reviewed and approved in accordance with the Company's related person transaction policy.

 

Subsequent to June 30, 2026, the Company received two additional tranches of $250 each, on July 16, 2026, drawing the full $1,000 available under the Loan Agreement. See Note 14 — Subsequent Events.