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Note 10 - Senior Secured Notes Payable
9 Months Ended
Sep. 30, 2025
Notes to Financial Statements  
Senior Secured Promissory Notes Payable [Text Block]

Note 10 - Senior Secured 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 $312,500. The aggregate gross proceeds from the issuance of the March 2025 Notes was $250,000. The March 2025 Notes include a 20% OID. The March 2025 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  March 2025 Notes) and such interest compounded each calendar month. 

 

April 2025 Convertible Senior Secured Notes

 

On April 4, 2025, we issued convertible senior secured notes, or the April 2025 Notes, with an aggregate principal amount of $312,500. The aggregate gross and net proceeds from the issuance of the April 2025 Notes was $250,000, representing a 20% OID. The April 2025 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 April 2025 Notes) and such interest compounded each calendar month. We may at any time redeem all, but not less than all, of the remaining amount under the March 2025 Notes and April 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 and the April 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 for the March 2025 Notes and $300,000 for the April 2025 Notes, or the Payoff Amount, to retire and fully satisfy the balance of each of the March 2025 Notes and the April 2025 Notes of $312,500 at a discount. The March 2025 Notes and the April 2025 Notes automatically terminated upon our payment of such Payoff Amount and will be of no further effect.

 

Certain conversion and redemption features of the  March 2025 Notes and April 2025 Notes would typically be considered derivatives that would require bifurcation. In lieu of bifurcating various features in the agreements, we elected the fair value option for the  March 2025 Notes and the April 2025 Notes and recorded the loss on debt issuance within the accompanying condensed consolidated statements of operations at the end of each reporting period. The excess of the initial fair value of $374,000 of the  March 2025 Notes over the proceeds received of $250,000 was recorded as loss on debt issuance in the amount of $124,000 during the nine months ended September 30, 2025. Upon the payment of the Payoff Amount, we recorded a gain on debt extinguishment of $74,000 during the three months ended September 30, 2025 related to the difference between the $374,000 fair value of the March 2025 Notes upon issuance and the Payoff Amount of $300,000 for the March 2025 Notes. For the April 2025 Notes, we recognized an initial fair value of $300,000 and recorded a $50,000 loss on debt issuance during the three and nine months ended September 30, 2025 related to the difference between the $250,000 in proceeds received and the $300,000 Payoff Amount for the April 2025 Notes.  Refer to Note 5, “Fair Value Measurements” for additional details regarding the fair value measurement.