XML 26 R16.htm IDEA: XBRL DOCUMENT v3.25.1
Note 9 - Senior Secured and Senior Unsecured Notes Payable
3 Months Ended
Mar. 31, 2025
Notes to Financial Statements  
Senior Secured Promissory Notes Payable [Text Block]

Note 9 – Senior Secured and Senior Unsecured Notes Payable

 

March 2025 Senior Secured Notes

 

On March 18, 2025, we issued senior secured notes, or the March 2025 Notes, with an aggregate principal amount of $0.3 million. The maturity date of the March 2025 Notes is March 18, 2026, unless extended at the holder’s option in accordance with the terms of the March 2025 Notes. The aggregate gross proceeds from the issuances of the March 2025 Notes were $0.25 million. The March 2025 Notes include a 20% original issue discount. The March 2025 Notes will bear interest at 10% per annum on a 360-day and twelve 30-day month basis, payable monthly in cash and in arrears on each Interest Date (as defined in the  March 2025 Notes) and such interest will compound each calendar month.

 

Certain conversion and redemption features of the  March 2025 Notes would typically be considered derivatives that would require bifurcation. In lieu of bifurcating various features in the agreement, we have elected the fair value option for the  March 2025 Notes and will record the changes in the fair value within the accompanying condensed consolidated statements of operations at the end of each reporting period. The excess of the initial fair value of $0.4 million of the  March 2025 Notes over the proceeds received of $0.25 million was recorded to other expense in the amount of $0.1 million. Refer to Note 5, “Fair Value Measurements” for additional details regarding the fair value measurement.

 

We may at any time redeem all, but not less than all, of the remaining amount under the March 2025 Notes in cash at a price equal to 120% of the remaining amount being redeemed as of such optional redemption date.

 

On May 2, 2025, the holders of the March 2025 Notes accepted in writing the Company’s payoff letter, pursuant to which the Company made a one-time payment to the foregoing holders in the aggregate amount of $300,000, or the Payoff Amount, to retire and fully satisfy the balance of the March 2025 Notes of $312,500 at a discount. The March 2025 Notes automatically terminated upon the Company’s payment of such payoff amount and will be of no further effect.

 

June 2024 Senior Secured Notes

 

On June 25, 2024, we issued senior secured notes with an aggregate principal amount of $0.3 million. The maturity date of such notes was June 25, 2025, unless extended at the holder’s option in accordance with the terms of the notes. On June 28, 2024, we issued additional senior secured notes with an aggregate principal amount of $0.1 million. The maturity date of such notes was June 28, 2025, unless extended at the holder’s option in accordance with the terms of the notes.

 

We collectively refer to such senior secured notes due in June 2025 as the June 2024 Senior Secured Notes. The aggregate gross proceeds from the issuances of the June 2024 Senior Secured Notes were $0.35 million. The June 2024 Senior Secured Notes included a 15% original issue discount and bore interest at 10% per annum on a 360-day and twelve 30-day month basis, payable monthly in cash and in arrears on each Interest Date (as defined in the June 2024 Senior Secured Notes) with such interest compounding each calendar month.

 

July 2024 Notes

 

On July 3, 2024, we agreed to issue and sell to (i) an institutional investor an aggregate principal amount of $0.1 million in senior secured notes, or the July Secured Note, and (ii) an additional institutional investor an aggregate principal amount of $0.1 million in senior unsecured notes, or the July Unsecured Note, and together with the July Secured Note, the July 2024 Notes, for aggregate gross proceeds of $0.2 million. The July 2024 Notes included a 15% original issue discount and had a maturity date of July 3, 2025, unless extended at the holder’s option in accordance with the terms of the July 2024 Notes. The July 2024 Notes bore interest at 10% per annum on a 360-day and twelve 30-day month basis, payable monthly in cash and in arrears on each Interest Date (as defined in the applicable July 2024 Notes) with such interest compounding each calendar month. The interest rate would increase to 18% per annum upon the existence of an Event of Default (as defined in the applicable July 2024 Notes).

 

The July Secured Note was secured by first-priority security interests in all of our assets then presently existing, and constitutes a valid, first priority security interest in all of the assets that we later-acquire, as further defined in the July 2024 Secured Note.

 

Accounting for the June 2024 Senior Secured Notes and the July 2024 Notes

 

Certain conversion and redemption features of the June 2024 Senior Secured Notes and the July 2024 Notes would typically be considered derivatives that would require bifurcation. In lieu of bifurcating various features in the agreement, we elected the fair value option for the June 2024 Senior Secured Notes and the July 2024 Notes and recorded the changes in the fair value within the accompanying condensed consolidated statements of operations at the end of each reporting period. We used the proceeds from our First PIPE to extinguish the June 2024 Senior Secured Notes and the July 2024 Notes. Immediately prior to the extinguishment, the combined fair value of the June 2024 Senior Secured Notes and the July 2024 Notes was $0.7 million. We determined that the fair value of the instruments issued, which totaled $0.7 million, represented the fair value of the instruments extinguished, and therefore there was no gain or loss recognized on the extinguishment. Refer to Note 13, “Mezzanine Equity and Stockholders' Equity - Accounting for the First and Second Private Placements” for additional details. As of December 31, 2024, there are no June 2024 Senior Secured Notes or July 2024 Notes outstanding.