v3.26.3
Convertible Promissory Notes
 9 Months Ended
Sep. 30, 2026
Debt Disclosure [Abstract]  
Convertible promissory notes

Note 8—Revolving Credit Facility

Parkview Credit Facility

On April 21, 2026, the Company entered into a Loan Agreement (as amended, the “Loan Agreement”) with Parkview, an affiliate of K&V Investment LLC (“K&V Investment One”) (a holder of more than 5% of the Company’s fully diluted capital stock and an entity owned by Vijay Patel), pursuant to which Parkview agreed to extend a $50 million revolving credit facility to the Company maturing on April 21, 2031. Borrowings under the facility bear interest at 12% per annum (plus an additional 6% during any event of default), payable monthly in arrears, and are secured by substantially all assets of the Company and its subsidiaries. The Company is obligated to repay principal equal to 75% of net profits from pharmaceutical product sales from the prior quarter if it achieves net profits for two consecutive fiscal quarters.

Each borrowing shall be an amount not to exceed the greater of (i) $1.7 million and (ii) the monthly budgeted expense amount in the Company’s expense budget (which will be subject to agreement of the Company and Parkview) for the immediately subsequent month. The Company has received $9.2 million of proceeds under the Loan Agreement through September 30, 2026. For each of three and nine months ended September 30, 2026, the Company paid approximately $0.2 million in contractual interest.

In connection with the Loan Agreement, the Company and Parkview entered into: (i) a Fee Letter pursuant to which the Company agreed to pay a one-time commitment fee of $5 million, which the Company elected to pay by issuing 1,878,287 shares of Company common stock to Parkview and an annual facility fee of 1.5% of the total commitment beginning on the first anniversary (payable within 10 business days following each anniversary of the closing date until the termination date); (ii) a Royalty Agreement granting Parkview an annual royalty in the low to mid-single digits on Net Sales (as defined therein) of products based on the Company’s IFx-2.0 intellectual property, up to $450 million in Net Sales per year, continuing through the last-to-expire patent covering IFx-2.0; and (iii) two Warrant Amendment Agreements extending to April 21, 2031, the exercise period for an aggregate of 4,364,873 warrants to purchase common stock held by K&V Investment One (3,049,432 warrants at $3.69 per share and 1,315,441 warrants at $5.70 per share).

The Loan Agreement contains certain embedded features that were identified and evaluated as not material to the condensed consolidated financial statements. In particular, due to inherent uncertainties involved in bringing a product through regulatory approval, the Royalty Agreement has nominal value and therefore none of the debt proceeds have been allocated to this feature.

A summary of the revolving credit facility activity is as follows:

 

 

 

September 30,

 

 

December 31,

 

 

 

2026

 

 

2025

 

Drawdowns

 

$

9,200,000

 

 

$

-

 

Contractual interest

 

 

205,611

 

 

 

-

 

1.5% accrued annual cash facility fee

 

 

339,583

 

 

 

-

 

Less: Payments

 

 

(205,611

)

 

 

-

 

Less: Current portion of contractual interest and annual facility fee

 

 

(339,583

)

 

 

-

 

Revolving credit facility

 

$

9,200,000

 

 

$

-

 

 

A summary of the debt issuance costs activity is as follows:

 

 

 

September 30,

 

 

December 31,

 

 

 

2026

 

 

2025

 

Transaction costs

 

$

396,267

 

 

$

-

 

Warrant amendment agreements modification at incremental fair value

 

 

2,196,906

 

 

 

-

 

One-time commitment fee letter to be paid in shares

 

 

5,000,000

 

 

 

-

 

Less: Amortization of debt issuance costs

 

 

(674,948

)

 

 

-

 

Revolving credit facility debt issuance costs, net

 

$

6,918,225

 

 

$

-

 

 

The following table details interest expense related to the revolving credit facility.

 

 

 

Three months ended September 30

 

 

Nine months ended September 30

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Amortization of debt issuance costs

 

$

379,659

 

 

$

-

 

 

$

674,948

 

 

$

-

 

Annual cash facility fee

 

 

191,666

 

 

 

-

 

 

 

339,583

 

 

 

-

 

Contractual interest expense

 

 

181,184

 

 

 

-

 

 

 

205,611

 

 

 

-

 

Total interest expense

 

$

752,509

 

 

$

-

 

 

$

1,220,142

 

 

$

-

 

 

Future principal, contractual interest, and facility fee payments on the Parkview Credit Facility are due as follows:

 

 

 

Amounts

 

 

 

Principal

 

 

Contractual
Interest

 

 

Facility Fee

 

Year ending December 31, 2026 (3 months)

 

$

-

 

 

$

278,268

 

 

$

-

 

Year ending December 31, 2027

 

 

-

 

 

 

1,104,000

 

 

 

760,417

 

Year ending December 31, 2028

 

 

-

 

 

 

1,107,025

 

 

 

762,500

 

Year ending December 31, 2029

 

 

-

 

 

 

1,104,000

 

 

 

760,417

 

Year ending December 31, 2030

 

 

-

 

 

 

1,104,000

 

 

 

760,417

 

Year ending December 31, 2031

 

 

9,200,000

 

 

 

332,712

 

 

 

760,417

 

 

$

9,200,000

 

 

$

5,030,005

 

 

$

3,804,168