Quarterly report [Sections 13 or 15(d)]

Convertible Notes Payable

v3.26.1
Convertible Notes Payable
3 Months Ended
Mar. 31, 2026
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Convertible Notes Payable

13. Convertible Notes Payable

 

On February 10, 2026, the Company issued $1,797 thousand aggregate principal amount of Series A Senior Secured Convertible Note (the “Series A Convertible Note”) for cash proceeds of $1,618 thousand. The Series A Convertible Note matures on February 10, 2028, which is two years from issuance, unless earlier converted, redeemed or repurchased, and bears interest at 10% per annum. Interest is payable in arrears on the first trading date of each calendar month beginning May 1, 2026.

 

The holder may convert the Series A Convertible Note or any portion of the Series A Convertible Note, at their option, into common shares of the Company. The number of common shares to be issued will equal 110% of outstanding principal and accrued unpaid interest converted at the conversion price of $1.244 per share (the “initial conversion price”). The conversion price is subject to adjustment if certain conditions are met.

 

 

The Convertible Note was issued at a $180 thousand discount, representing the difference between the principal amount and cash proceeds received. This discount is being amortized to interest expense over the contractual term of the Series A Convertible Note using the effective interest method. For the three month period ended March 31, 2026, the Company recognized contractual coupon interest of $23 thousand and amortization of debt discount of $11 thousand, for total interest expense related to the Series A Convertible Note of $34 thousand. The effective interest rate is approximately 10.5%.

 

On March 12, 2026, the holder converted $350,000 of principal amount and unpaid interest of the note into 312,235 shares of common stock pursuant to the contractual conversion terms. The Company accounted for the transaction as a debt conversion and reclassified the carrying amount of the converted portion of the Series A Convertible Note, including the related unamortized discount, to stockholders’ equity, and no gain or loss was recognized on the conversion.

 

As of March 31, 2026, the Series A Convertible Note, after considering the partial conversion to common shares, had principal outstanding of $1,447 thousand and unamortized discount of $135 thousand resulting in a net carrying amount of $1,312 thousand.

 

Subsequent to March 31, 2026, the holder converted an additional $400,000 of principal amount and unpaid interest of the Series A Senior Convertible Note into an additional 655,363 shares of common stock.

 

As of March 31, 2026, the carrying amount of the Series A Convertible Note approximates its fair value.