v3.26.3
Outstanding Debt
9 Months Ended
Sep. 30, 2026
Outstanding Debt  
Outstanding Debt

8. Outstanding Debt

The following two tables summarize outstanding debt as of September 30, 2026 and December 31, 2025, respectively (amount in thousands, except per share amounts):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

  ​ ​ ​

​

  ​ ​ ​

Stated

  ​ ​ ​

​

​

  ​ ​ ​

​

​

  ​ ​ ​

​

​

  ​ ​ ​

Fair

  ​ ​ ​

​

​

​

​

​

​

Interest

​

Conversion

​

​

​

​

Remaining

​

Value

​

Carrying

​

​

Maturity Date

​

Rate

​

Price

​

Face Value

​

Debt Discount

​

Adjustment

​

Value

Short term convertible notes payable

 

  ​

 

​

  ​

 

​

  ​

 

​

  ​

 

​

  ​

 

​

  ​

 

​

  ​

6% unsecured

 

Due

 

​

6

%  

$

3.09

​

$

135

​

$

—

​

$

—

​

$

135

8% unsecured

​

February 1, 2027

​

​

8

%  

$

0.16

​

​

559

​

​

—

​

​

—

​

​

559

​

​

​

​

​

​

​

​

​

​

​

694

​

​

—

​

​

—

​

​

694

Short term convertible notes at fair value

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

0% unsecured

​

July 29, 2027

​

​

0

%  

​

Variable

​

​

4,400

​

​

—

​

​

281

​

​

4,681

5% unsecured

​

September 8, 2027

​

​

5

%  

​

Variable

​

​

550

​

​

—

​

​

37

​

​

587

11% unsecured

​

Various

​

​

11

%  

​

$0.19 - $0.30

​

​

29,640

​

​

—

​

​

835

​

​

30,475

12% unsecured

​

Various

​

​

12

%  

​

$0.18

​

​

4,695

​

​

—

​

​

442

​

​

5,137

​

​

​

​

​

​

​

​

​

​

​

39,285

​

​

—

​

​

1,595

​

​

40,880

Short term notes payable

 

  ​

 

​

  ​

​

 

  ​

​

 

​

​

 

  ​

​

 

​

​

 

​

8% unsecured

 

Various

 

​

8

%  

 

N/A

​

 

10,545

​

 

(390)

​

 

—

​

 

10,155

​

 

​

​

​

​

​

​

​

​

​

10,545

 

​

(390)

 

 

—

​

​

10,155

Short term notes payable - related party

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

0% unsecured

​

October 7, 2026

​

​

0

%  

​

N/A

​

​

800

​

​

—

​

​

—

​

​

800

​

​

​

​

​

​

​

​

​

​

​

800

​

​

—

​

​

—

​

​

800

Long term convertible notes payable

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

11% unsecured

​

Various

​

​

11

%  

​

$0.21 - $0.23

​

​

2,819

​

​

—

​

​

—

​

​

2,819

​

​

​

​

​

​

​

​

​

​

​

2,819

​

​

—

​

​

—

​

​

2,819

Long term convertible notes at fair value

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

9% unsecured

​

March 4, 2028

​

​

9

%  

​

Variable

​

​

2,000

​

​

—

​

​

14

​

​

2,014

​

​

​

​

​

​

​

​

​

​

​

2,000

​

​

—

​

​

14

​

​

2,014

Long term notes payable

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

8% unsecured

 

March 11, 2028

 

​

8

%  

 

N/A

​

 

7,705

​

 

(556)

​

 

—

​

 

7,149

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Ending balance as of September 30, 2026

​

​

​

​

​

​

​

​

​

$

63,848

​

$

(946)

​

$

1,609

​

$

64,511

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

  ​ ​ ​

​

  ​ ​ ​

Stated

  ​ ​ ​

​

​

  ​ ​ ​

​

​

  ​ ​ ​

​

​

  ​ ​ ​

Fair

  ​ ​ ​

​

​

​

​

​

Interest

​

Conversion

​

​

​

​

Remaining

​

Value

​

Carrying

​

​

Maturity Date

​

Rate

​

Price

​

Face Value

​

Debt Discount

​

Adjustment

​

Value

Short term convertible notes payable

 

  ​

 

​

  ​

 

​

  ​

 

​

  ​

 

​

  ​

 

​

  ​

 

​

  ​

6% unsecured

 

Due

 

​

6

%  

$

3.09

​

$

135

​

$

—

​

$

—

​

$

135

8% unsecured

 

Various

​

​

8

%  

$

0.20

​

​

505

​

​

—

​

 

—

​

 

505

​

​

​

​

​

​

​

​

​

​

​

640

​

​

—

​

​

—

​

​

640

Short term convertible notes at fair value

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

0% unsecured

​

Various

​

​

0

%  

​

Variable

​

​

5,250

​

​

—

​

​

1,175

​

​

6,425

11% unsecured

​

Various

​

​

11

%  

​

$0.21 - $0.30

​

​

26,815

​

​

—

​

​

(5,047)

​

​

21,768

12% unsecured

​

Various

​

​

12

%  

​

$0.19 - $0.21

​

​

5,620

​

​

—

​

​

(1,757)

​

​

3,863

​

​

​

​

​

​

​

​

​

​

​

37,685

​

​

—

​

​

(5,629)

​

​

32,056

Short term notes payable

 

  ​

 

​

  ​

​

 

  ​

​

 

  ​

​

 

  ​

​

 

  ​

​

 

  ​

0% unsecured

​

On Demand

​

​

0

%  

​

N/A

​

​

2,140

​

​

—

​

​

—

​

​

2,140

8% unsecured

 

Various

 

​

8

%  

 

N/A

​

 

6,921

​

 

(156)

​

 

—

​

 

6,765

12% unsecured

 

On Demand

 

​

12

%  

 

N/A

​

 

563

​

 

—

​

 

—

​

 

563

​

 

​

​

​

​

​

​

​

​

​

9,624

 

​

(156)

 

 

—

​

​

9,468

Long term convertible notes payable

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

11% unsecured

​

Various

​

​

11

%  

​

$0.21-$0.22

​

​

325

​

​

—

​

​

—

​

​

325

​

​

​

​

​

​

​

​

​

​

​

325

​

​

—

​

​

—

​

​

325

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Long term convertible notes at fair value

 

  ​

 

​

  ​

​

 

  ​

​

 

  ​

​

 

  ​

​

 

  ​

​

 

  ​

11% unsecured

 

Various

 

​

11

%  

​

$0.19-$0.25

​

 

5,150

​

 

—

​

 

70

​

 

5,220

​

 

​

​

​

​

​

​

​

​

​

5,150

​

​

—

​

​

70

​

​

5,220

Long term notes payable

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

8% unsecured

​

Various

​

​

8

%  

​

N/A

​

​

13,220

​

​

(887)

​

​

—

​

​

12,333

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Ending balance as of December 31, 2025

​

​

​

​

​

​

​

​

​

$

66,644

​

$

(1,043)

​

$

(5,559)

​

$

60,042

​

Notes Payable

On May 12, 2026, the Company entered into a Commercial Loan Agreement (the “May Commercial Loan”) with a commercial lender for an aggregate principal amount of $7.7 million. The May Commercial Loan bears interest at 8% per annum with a 22 - month term. There are no principal repayments during the first eight months of the term. The May Commercial Loan is amortized in 14 installments starting on January 11, 2027. The May Commercial Loan carries an original issue discount of $0.7 million.

During the nine months ended September 30, 2026, the Company issued approximately 69.7 million shares of common stock with a fair value of $14.5 million to certain lenders in lieu of cash payments of $11.3 million of debt, including $1.7 million of accrued interest. In addition, the Company has extinguished certain debt pursuant to exchange agreements executed with various holders pursuant to which the Company issues common stock at a price based on a limited pricing period (the “Share payable”). During the nine months ended September 30, 2026, the Company settled $0.7 million of Share payables and accrued $0.4 million of Share payables. The Company recognized an approximately $3.3 million debt extinguishment loss during the nine months ended September 30, 2026 from the debt redemptions.

Notes Payable – Related Party

On July 14, 2026, the Company’s Chairperson and Chief Executive Officer, Linda Powers (“CEO”), provided the Company an interest-free short-term advance of $0.2 million, which was repaid on August 3, 2026.

On September 29, 2026, the Company’s CEO provided an interest-free short-term advance of $0.8 million to the Company.

Convertible Notes

During the nine months ended September 30, 2026, the Company entered into a one-year convertible note and several two-year convertible notes (collectively the “Convertible Notes”) with multiple individual investors (the “Holders”) with an aggregate principal amount of $2.9 million. The Convertible Notes bear interest at 11% per annum and are convertible into common shares between $0.15 and $0.23 per share at the Holders’ option.

During the nine months ended September 30, 2026, the Company modified a convertible note that was originally issued in February 2024 multiple times by extending the maturity date and reducing the conversion price. In addition, as a consideration for the latest amendment on July 1, 2026, the original principal amount was increased by $83,000. The modifications were accounted for as a debt extinguishment. As a result, the Company recognized approximately $0.1 million of debt extinguishment loss during the nine months ended September 30, 2026 from these debt amendments.

During the nine months ended September 30, 2026, the Company converted $0.4 million of convertible notes including $9,000 accrued interest into 2.0 million shares of common stock at a conversion price between $0.18 and $0.23 per share.

Convertible Notes at Fair Value

During the nine months ended September 30, 2026, the Company entered into several one-year convertible notes (the “2026 One-Year Convertible Notes”) with two individual investors (the “Holders”) for principal amount of $3.5 million. The 2026 One-Year Convertible Notes bear interest at 11% per annum and are convertible into common shares at price between $0.20-$0.25 per share at the Holders’ sole option. In addition, the Holders have the right to purchase an additional two-year convertible note (the “Additional Note”) within 18 months from the issuance date of the 2026 One-Year Convertible Notes. The Additional Note shall not exceed $3.3 million and will have a conversion price at $0.25 per share.

On March 4, 2026, the Company entered into several convertible note agreements (the “March Convertible Notes”) with various commercial lenders (the “March Holders”) for an aggregate principal amount of $5 million. The March Convertible Notes bear interest at 9% per annum with a 24-month term. The March Convertible Notes are convertible into the Company’s common stock at a conversion price equal to 86% of the daily VWAP during the 10 consecutive trading days immediately after the conversion notice submission date. The amounts of such conversions are limited to 20% of the principal during any rolling 20 trading day period. The conversion restrictions will be lifted upon the Company obtaining regulatory approval of the Company’s DCVax®-L treatment for glioblastoma. In addition, the Company incurred approximately $0.5 million of issuance costs associated with the March Convertible Notes, which was recognized in interest expense on the condensed consolidated statement of operations due to the Company applying the FVO, as described below.

On July 29, 2026, the Company entered into a $4.9 million convertible promissory note financing (the “July Convertible Note”) with an institutional investor (the “Investor”). The term of the July Note is 12 months. No payments by the Company are due until maturity. The July Convertible Note carries an Original Issue Discount of 5% but no interest. Repayment of all outstanding amounts is due at maturity. During the term of the July Convertible Note, it is convertible at the option of the holder, at a small discount to the then prevailing market price. In connection with the issuance of July Convertible Note, the Company also issued the Investor a warrant to purchase up to 9,700,000 shares of the Company’s Common Stock (the “Warrant Shares”) at an exercise price of $0.205 per share (the “Warrants”). The Warrants became exercisable immediately upon issuance and remains exercisable through July 29, 2029. The warrants are qualified for equity classification under ASC 815-40. The fair value of the Warrants was approximately $0.8 million and was recognized as a loss of issuance of debt.

The Company and the Investor also entered into a standby equity subscription agreement (the “Subscription Agreement”) which the Company may use after the July Note is repaid or converted. The prior standby equity subscription agreement that was entered on December 19, 2024 was cancelled. Under this Subscription Agreement, the Company has the option, in its discretion, to require the Investor to subscribe for up to $50 million of common shares in the Company at any time during the 24-month term of the Subscription Agreement at a small discount to the then prevailing market price, after the Note is repaid or converted. The Company has no obligation to make any such use of this arrangement, and the Company can cancel the arrangement at any time after the July Convertible Note is repaid or converted.

On September 8, 2026 (the “Issue Date”), the Company issued two unsecured convertible promissory notes to two institutional investors with total principal amount of $0.6 million (the “September Convertible Notes”). The Company received cash proceeds of 0.5 million, which was net of an original issue discount of $50,000 and $45,000 issuance costs. The September Convertible Notes bear interest of 5%, and have a maturity date of 12 months from the Issue Date. The September Convertible Notes may be converted into common stock of the Company at 85% of the lowest trading price for the prior 7 trading days, subject to certain adjustments.

The Company elected the FVO to fair value the 2026 Convertible Notes, the March Convertible Notes, the July Convertible Note and the September Convertible Notes (collectively the “Convertible Notes at Fair Value”) on the issuance date and will subsequently remeasure at end of each reporting period. The estimated fair value of the Convertible Notes at Fair Value on the issuance date was approximate $16.2 million. The Company recognized a loss of $2.1 million upon the issuance of the Convertible Notes at Fair Value which was calculated at the difference between the principal amount and the fair value of the Convertible Notes at Fair Value.

During the nine months ended September 30, 2026, the Company modified certain existing convertible notes by (i) extending the maturity dates; (ii) modifying the holder’s right to purchase additional notes in the future, (iii) reducing the conversion price, and (iv) modifying the principal amount. The modifications were accounted for as a debt extinguishment as the conversion feature of the amended notes were substantially different from the original terms. As a result, the Company recognized approximately $6.5 million of debt extinguishment loss during the nine months ended September 30, 2026 from these debt amendments.

During the nine months ended September 30, 2026, the Company converted $21.5 million of convertible notes, including $3.8 million of accrued interest into 117.4 million shares of common stock at a weighted average conversion price of $0.18 per share.

For the three months ended September 30, 2026 and 2025, interest expense related to outstanding debt totaled approximately $2.5 million and $2.6 million including amortization of debt discounts totaling $0.6 million and $0.4 million, respectively.

For the nine months ended September 30, 2026 and 2025, interest expense related to outstanding debt totaled approximately $6.4 million and $6 million including amortization of debt discounts totaling $1 million and $1.3 million, respectively.