DEBT |
3 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Debt Disclosure [Abstract] | |
| DEBT | 6. DEBT
Line of Credit, related parties
On March 30, 2026, the Company entered into a loan agreement for up to $10,000 maturing on March 30, 2028 (the “Revolver”) with an investor, considered a related party at the time the Revolver was entered into, and an additional lender, that become a related party in May 2026 (see Note 11), (together, the “Lenders”).
The Lenders will be entitled to assign all or a portion of its exposure under the Revolver or to sell participations therein. The proceeds of the Revolver were restricted to the repayment of the August 2025 Related Party Notes and to fund the working capital needs of the Company’s operations.
The Revolver bears interest of 12.0% per annum and is calculated on the daily outstanding balance. The Revolver also incurs a fee of 1.5% per annum on the daily unused portion, payable monthly in arrears. The Revolver is secured by a first priority, perfected lien on and security interest in the existing and future assets of the Company.
During May 2026 and March 2026, the Company drew $860 and $5,140, respectively, under the Revolver.
During May 2026, the Company issued warrants to purchase up to 1,864,753 shares of the Company’s Common Stock at an exercise price of $ per share to one of the lenders of the Revolver in connection with the securities purchase agreement consummated in May 2026 (the “May 2026 Revolver Warrants”) (see Note 7). The warrants had a fair value of $266 which was recorded as a debt finance cost and is being amortized over the term of the Revolver.
The May 2026 Revolver Warrants are exercisable beginning on November 8, 2026 and expire August 27, 2028. The May 2026 Revolver Warrants can be exercised on a cashless basis if the shares underlying the May 2026 Revolver Warrants are not registered at the time it is exercised. The May 2026 Revolver Warrants was determined to be an equity classified warrant.
The holder of the May 2026 Revolver Warrants shall not have the right to convert any portion of the respective warrants to the extent that after giving effect to such conversion the holder of the respective warrants, together with any affiliates, would beneficially own in excess of 9.99% (which may be increased to 19.99% at the holder’s sole discretion) of the number of common shares outstanding immediately after giving effect to such conversion. Any increase to the beneficial ownership limitation will not be effective until the 61st day after notice is received by the Company.
As of June 30, 2026 and March 31, 2026, the Company had outstanding borrowings of $6,000 and $5,140, respectively, incurred interest of $178 and $, respectively, and an unamortized debt finance costs of $246 and $, respectively.
The Company also incurred and paid third-party legal fees in connection with the closing of the line of credit, which were recorded as debt issuance costs and included in other noncurrent assets, net in the accompanying balance sheet. As of March 31, 2026, the unamortized debt issuance costs were $311. During the three months ended June 30, 2026, the Company commenced amortization of these costs over the term of the line of credit and recognized $39 of amortization as interest expense. Accordingly, the unamortized debt issuance costs were $272 as of June 30, 2026.
During the three months ended June 30, 2026, total interest expense recognized on the Revolver was $237, which included amortization of the debt finance costs of $20, and the amortization of the debt issuance costs of $39.
The Revolver contains certain financial statement covenants that the Company is in compliance with as of June 30, 2026.
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