STANDBY EQUITY PURCHASE AGREEMENT	6 Months Ended
Jun. 30, 2026
Equity [Abstract]
Standby Equity Purchase Agreement	NOTE 13. STANDBY EQUITY PURCHASE AGREEMENT On May 30, 2025, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (the “SEPA Investor”), pursuant to which the Company has the right, but not the obligation, to sell to the Investor up to $100,000,000 of its Common Stock, subject to the terms and conditions set forth in the SEPA. The Company may, from time to time in its discretion, direct the SEPA Investor to purchase shares of Common Stock by delivering an advance notice (an “Advance”). The purchase price for shares sold pursuant to an Advance is generally equal to 97% of the lowest VWAP of the Common Stock during a specified pricing period, subject to a minimum acceptable price established by the Company. The Company is not permitted to deliver an Advance to the SEPA Investor requiring it to purchase Common Stock while trading of the Common Stock on the Company’s Principal Market (as defined in the SEPA) is suspended. Trading of the Common Stock was suspended on the Principal Market on July 17, 2026, and such suspension remains in effect. The SEPA became effective in July 2025 following the effectiveness of a registration statement covering the resale of shares issuable under the SEPA. The Company’s stockholders approved the issuance of shares in excess of applicable exchange limitations at the Company’s 2025 annual meeting. The SEPA contains customary conditions and limitations, including a restriction that the SEPA Investor may not beneficially own more than 4.99% of the Company’s outstanding Common Stock at any time. The SEPA will terminate upon the earlier of (i) May 30, 2028 or (ii) the date on which the SEPA Investor has purchased shares equal to the $100,000,000 commitment amount, unless earlier terminated by the Company in accordance with its terms. The net proceeds payable to the Company under the SEPA will depend on the frequency and prices at which Common Stock is sold. Unless otherwise agreed by the parties, the Company is required to use any proceeds received under the SEPA to pay outstanding principal and interest under the 2025 YA Debentures issued by the SEPA Investor during 2025. After the December 2025 YA Debenture is paid in full, the Company expects that proceeds received from such sales will be used primarily for working capital and general corporate purposes and for purposes of implementing its business plan focused on building a stable foundation for the future business. The SEPA is accounted for as a liability at fair value under ASC 815, Derivatives and Hedging, as it includes an embedded put option and an embedded forward contract that do not meet the indexed to equity and the equity classification scope exception. The put option is recognized at inception, and the forward option is recognized upon issuance of notice for the sale of Common Stock. The fair value of the derivative liability related to the embedded put option is included within SEPA liability on the condensed consolidated balance sheet, and was estimated at $2,582,724 at inception of the agreement, with changes in fair value each reporting period recognized within change in fair value of SEPA liability on the condensed consolidated statements of operations and comprehensive loss. As consideration for the SEPA Investor’s commitment to purchase the shares of Common Stock pursuant to the SEPA, the Company incurred (i) a structuring fee payable to the SEPA Investor in the amount of $25,000, (ii) a commitment fee payable to the SEPA Investor in Common Stock in an amount equal to 1% of the Commitment Amount, or $1,000,000, paid 50% on execution of the SEPA and 50% 90 days following the date of the SEPA and (iii) legal expenses of $50,000 related to the issuance of the SEPA. Such fees are included within SEPA fees and issuance costs on the condensed consolidated statement of operations and comprehensive loss for the three and six months ended June 30, 2025. The 50% portion of the commitment fee payable that was owed at execution of the SEPA resulted in the issuance of 267,059 shares of Common Stock to the SEPA Investor during the second quarter of 2025. Additionally, on July 15, 2025, the Company issued the remaining 267,059 shares of Common Stock to the SEPA Investor. During the three and six months ended June 30, 2026, the Company sold 45,175,456 and 56,195,437 shares, respectively, of Common Stock under the SEPA for aggregate proceeds of $8,823,764 and $10,996,535, respectively, of which $6,759,381 and $8,380,452, respectively, was used to repay a portion of the outstanding principal balance of the December 2025 YA Debenture, and $268,812 and $820,512, respectively, was applied to accrued interest on the December 2025 YA Debenture. As of June 30, 2026, the Company had issued 6,666,667 shares of Common Stock to the SEPA Investor in connection with prior advance notices under the SEPA for which proceeds had not yet been received, as the SEPA Investor was unable to sell such shares due to minimum acceptable price provisions, which remained subject to settlement in connection with future advance notices. In July 2026, the Company issued 9,476,667 shares of Common Stock under the SEPA, inclusive of the 6,666,667 shares described above, generating gross proceeds of approximately $918,454, none of which was used to repay the outstanding principal balance or related accrued interest under the December 2025 YA Debenture.

STANDBY EQUITY PURCHASE AGREEMENT

6 Months Ended

Jun. 30, 2026

NOTE 13. STANDBY EQUITY PURCHASE AGREEMENT

On May 30, 2025, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (the “SEPA Investor”), pursuant to which the Company has the right, but not the obligation, to sell to the Investor up to $100,000,000 of its Common Stock, subject to the terms and conditions set forth in the SEPA. The Company may, from time to time in its discretion, direct the SEPA Investor to purchase shares of Common Stock by delivering an advance notice (an “Advance”). The purchase price for shares sold pursuant to an Advance is generally equal to 97% of the lowest VWAP of the Common Stock during a specified pricing period, subject to a minimum acceptable price established by the Company. The Company is not permitted to deliver an Advance to the SEPA Investor requiring it to purchase Common Stock while trading of the Common Stock on the Company’s Principal Market (as defined in the SEPA) is suspended. Trading of the Common Stock was suspended on the Principal Market on July 17, 2026, and such suspension remains in effect.

The SEPA became effective in July 2025 following the effectiveness of a registration statement covering the resale of shares issuable under the SEPA. The Company’s stockholders approved the issuance of shares in excess of applicable exchange limitations at the Company’s 2025 annual meeting. The SEPA contains customary conditions and limitations, including a restriction that the SEPA Investor may not beneficially own more than 4.99% of the Company’s outstanding Common Stock at any time. The SEPA will terminate upon the earlier of (i) May 30, 2028 or (ii) the date on which the SEPA Investor has purchased shares equal to the $100,000,000 commitment amount, unless earlier terminated by the Company in accordance with its terms.

The net proceeds payable to the Company under the SEPA will depend on the frequency and prices at which Common Stock is sold. Unless otherwise agreed by the parties, the Company is required to use any proceeds received under the SEPA to pay outstanding principal and interest under the 2025 YA Debentures issued by the SEPA Investor during 2025. After the December 2025 YA Debenture is paid in full, the Company expects that proceeds received from such sales will be used primarily for working capital and general corporate purposes and for purposes of implementing its business plan focused on building a stable foundation for the future business.

The SEPA is accounted for as a liability at fair value under ASC 815, Derivatives and Hedging, as it includes an embedded put option and an embedded forward contract that do not meet the indexed to equity and the equity classification scope exception. The put option is recognized at inception, and the forward option is recognized upon issuance of notice for the sale of Common Stock. The fair value of the derivative liability related to the embedded put option is included within SEPA liability on the condensed consolidated balance sheet, and was estimated at $2,582,724 at inception of the agreement, with changes in fair value each reporting period recognized within change in fair value of SEPA liability on the condensed consolidated statements of operations and comprehensive loss.

As consideration for the SEPA Investor’s commitment to purchase the shares of Common Stock pursuant to the SEPA, the Company incurred (i) a structuring fee payable to the SEPA Investor in the amount of $25,000, (ii) a commitment fee payable to the SEPA Investor in Common Stock in an amount equal to 1% of the Commitment Amount, or $1,000,000, paid 50% on execution of the SEPA and 50% 90 days following the date of the SEPA and (iii) legal expenses of $50,000 related to the issuance of the SEPA. Such fees are included within SEPA fees and issuance costs on the condensed consolidated statement of operations and comprehensive loss for the three and six months ended June 30, 2025. The 50% portion of the commitment fee payable that was owed at execution of the SEPA resulted in the issuance of 267,059 shares of Common Stock to the SEPA Investor during the second quarter of 2025. Additionally, on July 15, 2025, the Company issued the remaining 267,059 shares of Common Stock to the SEPA Investor.

During the three and six months ended June 30, 2026, the Company sold 45,175,456 and 56,195,437 shares, respectively, of Common Stock under the SEPA for aggregate proceeds of $8,823,764 and $10,996,535, respectively, of which $6,759,381 and $8,380,452, respectively, was used to repay a portion of the outstanding principal balance of the December 2025 YA Debenture, and $268,812 and $820,512, respectively, was applied to accrued interest on the December 2025 YA Debenture.

As of June 30, 2026, the Company had issued 6,666,667 shares of Common Stock to the SEPA Investor in connection with prior advance notices under the SEPA for which proceeds had not yet been received, as the SEPA Investor was unable to sell such shares due to minimum acceptable price provisions, which remained subject to settlement in connection with future advance notices. In July 2026, the Company issued 9,476,667 shares of Common Stock under the SEPA, inclusive of the 6,666,667 shares described above, generating gross proceeds of approximately $918,454, none of which was used to repay the outstanding principal balance or related accrued interest under the December 2025 YA Debenture.