NOTES PAYABLE |
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Jun. 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| NOTES PAYABLE | ||||||||||||||||||||||||||||||||||||||||||||||||||
| NOTES PAYABLE | 10. NOTES PAYABLE Principal due under notes payable was as follows as of June 30, 2026 and December 31, 2025:
For the three months ended June 30, 2026 and 2025, the Company recognized total interest expense of approximately $446,179 and $87,844, respectively, of which $64,566 and $6,927 related to the accretion of the debt discount on the notes payable. For the six months ended June 30, 2026 and 2025, the Company recognized total interest expense of approximately $782,333 and $169,167, respectively, of which $86,280 and $16,063 related to the accretion of the debt discount on the notes payable. Western Alliance Bank Term Loan On September 27, 2023, the Company entered into a Loan and Security Agreement (“LSA”) with Western Alliance Bank (San José, California), pursuant to which the Company obtained a term loan of up to $5,000,000 (the “WAB Loan”), consisting of a Term A Advance of $3,500,000 and a Term B Advance of up to $1,500,000 upon achievement of certain revenue milestones. The loan matures on September 27, 2027, and bears interest at a floating rate equal to the greater of 8.25% or the Bank’s Prime Rate. The interest rate as of December 31, 2025 was 8.61%. Interest-only payments were due through September 10, 2025, followed by equal monthly principal and interest installments commencing October 10, 2025. On November 19, 2025, the Company entered into an amendment to the Loan and Security Agreement extending the interest-only period through March 10, 2026, with equal monthly principal and interest installments commencing April 10, 2026. As amended, Tranche B was eliminated from the LSA, resulting in a maximum term loan of up to $3,500,000. On December 23, 2025, the Company entered into a forbearance and amendment agreement whereby the maturity date changed from September 27, 2027 to April 28, 2026. Due to this agreement, the loan was reclassified as a current liability. This agreement also extended the interest-only period through April 10, 2026, with all unpaid principal and accrued interest due on the maturity date. On April 28, 2026, the maturity date was extended to May 1, 2026. On April 30, 2026, the maturity date was further extended to May 6, 2026. On May 6, 2026, the maturity date was extended again to June 12, 2026. Upon the closing of the Company’s IPO on May 18, 2026, the Company used a portion of the net proceeds from the offering to repay the outstanding balance of the WAB Loan in full. Accordingly, no amounts remained outstanding under the facility as of June 30, 2026. The Company recognized interest expense of $72,188 and $103,469, based on an effective interest rate of 8.36%, for the three and six months ended June 30, 2026, respectively. The Company recognized interest expense of $73,792 and $145,979, for the three and six months ended June 30, 2025, respectively. Western Alliance Warrants In connection with the LSA, the Company issued warrants to Western Alliance Bank to purchase 197,551 shares of the Company’s common stock at an exercise price of $0.35 per share. The warrants were recorded at a fair value of $55,330 using the Black-Scholes option pricing model and were recognized as debt issuance costs. These costs were amortized using the effective interest method over the term of the related debt. As the underlying debt was repaid during the three and six months ended June 30, 2026, any remaining unamortized debt issuance costs were fully amortized upon extinguishment of the debt. HSBC Standby Letter of Credit On May 30, 2025, HSBC Bank (acting through its Chennai branch) issued an irrevocable standby letter of credit (No. SDNBGE890972) in favor of Exyn Technologies Inc. for a maximum amount of USD $3,500,000. The standby letter of credit was issued at the request of NeoLync Electronics Pvt Ltd (India) in support of banking facilities granted to NeoLync Electronics Pvt Ltd (India) by HSBC. The standby letter of credit has a fixed expiry date of November 14, 2025, is governed by International Standby Practices (ISP98), allows partial drawings, and has been assigned to Western Alliance Bank as security for the Company’s senior credit facility. As of the date of this report, no amounts have been drawn under the standby letter of credit. The standby letter of credit was renewed in November 2025, with an expiration date of May 13, 2026. The standby letter of credit was further renewed in May 2026, with an expiration date of June 30, 2026. Upon the closing of the Company’s IPO on May 18, 2026, the WAB loan was repaid using a portion of the net proceeds from the offering, and the related standby letter of credit was terminated. Accordingly, the standby letter of credit was no longer outstanding as of June 30, 2026. NeoLync Senior Convertible Promissory Note On May 20, 2025, the Company issued a $1,500,000 Senior Convertible Promissory Note to NeoLync Holdings Ltd (as amended, the “Note”). The Note had an original maturity date of November 20, 2025 which was extended to June 30, 2026 pursuant to certain amendments to the Note. The Note bore interest at 12% per annum and was secured by a first-priority lien on substantially all assets of the Company (subject only to the existing WAB Loan). The Note provided for (i) a 300% liquidation preference, (ii) automatic conversion into common equity upon a Public Company Event (as defined in the Note) at 135% of the then-public trading price, and (iii) cash repayment at maturity if no Public Company Event occurs. Concurrently with the closing of the Company’s IPO on May 18, 2026, the Note converted into 160,239 shares of common stock at a value of $1,672,484, including $172,500 of accrued interest. NeoLync Holdings, Inc. Term Loan On December 23, 2025, the Company signed a term loan with NeoLync Holdings, Inc. for $1,500,000. Initial cash proceeds of $500,000 were received on December 26, 2025, with the remainder being received in January 2026. The loan matures on December 23, 2026, bears interest at 12% per annum with principal and interest repayable over twelve monthly installments, resulting in interest expense of $92,088 and $114,588 for the three and six months ended June 30, 2026, respectively, and no interest expense for the three and six months ended June 30, 2025. The term loan had an outstanding principal balance of $1,500,000 as of June 30, 2026. Including accrued interest of $187,792, the total amount outstanding under the term loan was $1,687,792 as of June 30, 2026. There was no outstanding balance under the term loan as of June 30, 2025. Maximcash Solutions LLC Loan On December 26, 2025, Maximcash Solutions LLC (“Maximcash”) issued a loan to Exyn Technologies Inc. for $600,000 (the “Maximcash Loan Agreement”). The loan matures on December 26, 2026, bears interest at 38.5% per annum with principal and interest repayable over twelve monthly installments, with the first 3 months being interest only. On May 18, 2026, the Company used proceeds from its IPO to repay in full the outstanding loan with Maximcash Solutions LLC in the amount of $621,314, having recognized interest expense of $57,020 and $134,686, based on an effective interest rate of 38.50%, for the three and six months ended June 30, 2026, respectively. On May 21, 2026, the Company issued 15,484 shares of its common stock to Maximcash as equity kicker shares. The shares had an aggregate fair value of $77,420, based on a fair value of $5.00 per share. The fair value of the equity kicker shares was recognized as other expense, with a corresponding increase to additional paid-in capital. On June 17, 2026, the Company issued an additional 8,516 shares of its common stock and 6,000 shares of its common stock to Maximcash as equity kicker shares. The 14,516 shares had an aggregate fair value of $92,031, based on a fair value of $6.34 per share. The fair value of the equity kicker shares was recognized as other expense, with a corresponding increase to additional paid-in capital. NCH Ventures LLC Convertible Promissory Note On March 13, 2026, the Company issued a $750,000 convertible promissory note to NCH Ventures LLC. The note matures March 13, 2028, bears interest at 8% per annum, with all interest accruing daily on the basis of a 365-day year. This note is an unsecured convertible promissory note and is subordinated to the Company’s obligations owed to Western Alliance Bank. Concurrently with the closing of the Company’s IPO on May 18, 2026, the Note converted into 132,001 shares of common stock at a value of $761,519 including $11,532 of accrued interest. Evergreen Capital Management, LLC Convertible Promissory Notes On April 30, 2026, and May 6, 2026, the Company issued senior secured convertible promissory notes to Evergreen Capital Management, LLC (“Evergreen”) with an aggregate principal amount of approximately $1.2 million (reflecting a 15% original issue discount), warrants and 50,000 kicker shares in exchange for $1,000,000 in cash proceeds. The notes bore interest at 10% per annum. The warrants and kicker shares issued were allocated values of $354,509 and $188,506, respectively, which was initially recorded as a debt discount. On May 8, 2026, the Company and Evergreen amended the senior secured convertible promissory notes to mandatorily convert upon an IPO, in exchange for warrants and 50,000 kicker shares. This represented a modification and extinguishment of the original notes, resulting in approximately $679,514 in debt modification expense being recorded to write-off the debt discount on the notes. The warrants and kicker shares were determined to have fair values of $193,939 and $412,500, respectively and were recorded as a discount to the face value of the notes. The senior secured convertible notes automatically converted to 152,224 shares of common stock concurrent with the IPO. Pursuant to that certain Confidential Side Letter Agreement dated May 18, 2026, between the Company and Evergreen (the “Evergreen Side Letter”), the Company agreed to pay a total installment amount of $1,417,165 in equal installments on June 17, 2026, July 17, 2026, and August 16, 2026, as well as granted an additional 100,000 kicker shares. As a result, the Company recorded $1,917,165 in debt settlement expense related to the Evergreen Side Letter as the 100,000 kicker shares had a fair value of $5.00. The first installment was paid by the Company on June 17, 2026. The remaining $944,776 is recorded in accrued expenses and other current liabilities. |
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