NOTE 16 – SUBSEQUENT EVENTS

Termination of Citizens Credit Facility and Closing of Avenue Loan and Security Agreement

On November 9, 2026, the Company and its subsidiaries (collectively, the “Borrower”) entered into and closed on a Loan and Security Agreement with Avenue Venture Opportunities Fund II, L.P. and Avenue Growth Lending Fund III, L.P. pursuant to which these affiliates of the Avenue Capital Group (collectively, “Avenue”) made a loan to the Borrower in an aggregate principal amount of $12.5 million, secured by substantially all of the assets of the Borrower. In connection with this Loan and Security Agreement (the “2026 Avenue Loan”), the Company issued warrants to Avenue to purchase $625 thousand of the Company’s common stock at the lower of (i) $2.32 or (ii) the effective price of any bona fide equity raise prior to June 30, 2027. The warrants are exercisable for five years (the “2026 Avenue Warrants”). Assuming a stock purchase price of $2.32 per share, 269,376 shares of the Company’s common stock may be issued upon exercise of the 2026 Avenue Warrants.

The 2026 Avenue Loan accrues interest at a variable rate per annum equal to the greater of (i) the sum of 4.50% plus the Prime Rate (as defined in the Supplement to the Loan and Security Agreement) and (ii) 11.50%. Payments are interest only for up to 24 months and then fully amortized thereafter. On the closing date, the Borrower paid a commitment fee of $125 thousand, which is 1.00% of the 2026 Avenue Loan.

The 2026 Avenue Loan matures on May 1, 2030. The Borrower may prepay the 2026 Avenue Loan, subject to a prepayment penalty of 1.00% to 3.00% of the principal amount prepaid, depending on the timing of the prepayment. The Borrower must also make a final payment equal to 3.50% of the original principal amount of the 2026 Avenue Loan being prepaid, accelerated or coming due, payable on the prepayment date, the date of acceleration or the maturity date, as applicable.

The Borrower is subject to certain affirmative and negative covenants under the 2026 Avenue Loan, including the requirement, commencing with the fiscal quarter ending December 31, 2026 beginning on the closing date, to maintain, as of the end of each fiscal quarter, trailing twelve-month net revenue of at least $150 million. All additional debt is subject to Avenue’s approval and subordinated in terms of both payments and security interest, except that the Borrower will be permitted to enter into a cohort-based financing that funds sales and marketing expense, with repayment coming from a share of the revenue of an underlying cohort. Other than certain permitted debt, including a cohort-based financing that funds sales and marketing expense, with repayment coming from a share of the revenue of an underlying cohort, the incurrence of additional debt is subject to Avenue’s approval.

The Borrower’s obligations under the 2026 Avenue Loan may be accelerated upon the occurrence of an event of default under the 2026 Avenue Loan, which includes failure to make a payment under the 2026 Avenue Loan, a false or misleading representation or warranty, the occurrence of a Material Adverse Effect (as defined in the Loan and Security Agreement), the Borrower’s default on any indebtedness or any other monetary liability in excess of $1 million, the failure to perform or observe certain covenants, and other customary events of default.

The closing of the 2026 Avenue Loan was conditioned on the payoff and termination of the Citizens Credit Facility, together with all guarantee, security and other loan documents executed in connection therewith. The Citizens Credit Facility was terminated on November 9, 2026 upon payment of the accrued but unpaid commitment fee and other fees. There were no amounts outstanding under the Citizens Credit Facility as of its termination.