Quarterly report [Sections 13 or 15(d)]

Convertible Note Payable

v3.26.1
Convertible Note Payable
3 Months Ended
Mar. 31, 2026
Debt Instruments [Abstract]  
Convertible Note Payable
6.
CONVERTIBLE NOTE PAYABLE

On March 4, 2026, the Company and the Investor entered into an agreement to, among other things, amend and restate its existing promissory notes (collectively, the “Amended Notes”) - refer to Note 5. Debt, pursuant to which the outstanding balance of the Amended Notes may be converted into shares of common stock of the Company (the “Common Stock”) at a fixed conversion price of $0.06 per share. The outstanding principal amounts of the Amended Notes were also increased by 20%. After such adjustment, the Amended Notes have an aggregate outstanding principal amount of $2,256,000. The amendment also provides if, after the sale of the conversion shares received upon a conversion, the Investor receives net proceeds (net of brokerage, legal opinion fees, and transfer agent fees) of less than 100% of the principal amount of the Amended Notes so converted, and the aggregate shortfall under both Amended Notes exceeds $94,000, the Company will issue a new senior secured convertible note on substantially the same terms and conditions of the Amended Notes (each a Third Note”) with a principal amount equal to the aggregate shortfall in excess of $94,000. Any Third Note so

issued will be due April 6, 2027. In addition, any net proceeds received by the Investor in excess of the aggregate principal amount shall be returned to the Company.

On April 9, 2026, the Company and the Investor entered into an agreement (the “April Amendment”) to amend the Amended Notes to implement a new fixed conversion price equal to $0.03 per share. The April Amendment also extended the maturity date of any Third Note to July 6, 2027. Finally, the April Amendment amended any Third Note to implement a new fixed conversion price equal to the lesser of (i) $0.03 per share and (ii) the closing price of the Common Stock on the day prior to the date of the original issuance of the Third Note.

The Company made an irrevocable election to measure the Amended Notes at fair value as it believes the fair value option provides a greater ability to estimate the outcome of future events as facts and circumstances change, particularly with respect to changes in the fair value of the common stock. As of March 31, 2026, the fair value of the Amended Notes was $1.1 million.

The fair value of the convertible notes was determined using a probability-weighted scenario analysis, which is considered a Level 3 valuation technique due to the use of significant unobservable inputs. The valuation incorporated various potential settlement and repayment scenarios and estimated the probability of each outcome occurring. Significant inputs utilized in the valuation included the estimated discount rate, expected repayment amount and timing, and the estimated remaining term of the convertible notes. Changes in these assumptions could have a material impact on the estimated fair value of the convertible notes.

The following table summarizes the change in fair value of the Company’s convertible notes recorded as Level 3 liabilities for the three months ended March 31, 2026:

 

Amount

 

Balance - January 1, 2026

 

$

 

Issuance of convertible notes

 

 

1,581

 

Conversions

 

 

(552

)

Change in fair value

 

 

106

 

Balance - March 31, 2026

 

$

1,135

 

During the three months ended March 31, 2026, the Investor converted amounts payable under such Amended Notes into an aggregate of 9,194,757 shares of the Company common stock at a weighted average conversion price of $0.06 per share, resulting in a reduction of the Amended Notes balance of $551,685. The Company recorded its estimated true-up obligation associated with converted shares during the three months ended March 31, 2026 of $146,000 as accrued expenses, which is included in “Change in fair value of convertible notes” in the Condensed Consolidated Statement of Operations.

Subsequent to March 31, 2026, the Company issued the Investor two Third Notes in the aggregate principal amount of $256,164, representing the aggregate shortfall of shares sold by the Investor in excess of $94,000. Also, subsequent to March 31, 2026, the Investor converted amounts payable under such Amended Notes into an additional 10,519,108 shares of the Company common stock at a weighted average conversion price of $0.04 per share, resulting in a further reduction of the Amended Notes balance of $431,648.