Subsequent Events |
9 Months Ended |
|---|---|
Sep. 30, 2025 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | 20. Subsequent Events
Yorkville Advanced Notice Settlements
On October 9, 2025 and October 13, 2025, the Company settled Advance Notices received subsequent to September 30, 2025, by selling an aggregate of 180,000 shares of Class A Common Stock to Yorkville for an aggregate total purchase price of approximately $568,381.
Private Placement Offering (3i, LP)
On October 8, 2025, the parties held an additional closing pursuant to the terms of the Purchase Agreement (the “October Closing”). The Company issued an additional note in the original principal amount of $2,500,000, with an initial conversion price equal to $2.50 per share and issuance date of October 8, 2025 (the “October 3i Note”, together with the August Note and the Initial Note, are collectively referred to herein as the “Notes”), and additional warrants to purchase up to 200,000 shares of Common Stock, at an initial exercise price equal to $2.50 per share (the “October Warrants”, together with the August Warrants and the Initial Buyer Warrants, are collectively referred to herein as the “Buyer Warrants”), in the October Closing. The October Note matures on October 8, 2026. Other than the maturity date of the October Note and October Warrants, respectively, the October Note and October Warrants have the same terms as those issued on the August Closing and the Initial Closing Date. Upon the issuance of the October Note, the Company received proceeds of $2,010,909, net of original issue discount and issuance fees and costs.
The October Note was issued with an original issue discount of 10.0% (the “OID”), as were the other Notes issued on the August Closing and the Initial Closing Date and accrue interest at a rate of 10.0% per annum. The Notes mature 12 months from the date of issuance (the “Maturity Date”), unless extended pursuant to the terms thereof. The Notes are convertible (in whole or in part) at any time prior to the Maturity Date into the number of shares of Common Stock equal to quotient of the Conversion Amount divided by (y) the Conversion Price (the “Conversion Rate”). At no time may the Buyer hold more than 4.99% (or up to 9.99% at the election of the Buyers pursuant to the Notes) of the outstanding Common Stock. The conversion price of the October Note is subject to a floor price of $0.62.
On October 10, 2025, the Company and 3i, LP entered into a consent and waiver agreement (the "Waiver") on certain terms of the Purchase Agreement (as defined in Note 13 in the notes to the unaudited condensed consolidated financial statements) to waive the downward adjustment prohibition in the Purchase Agreement and to provide 3i with certain Variable Rate Securities, as defined in the Purchase Agreement, solely to the extent it would otherwise be violated by the conversion price of CP BF Letter Agreement, as defined below. As such, the parties waived that the conversion price amendment of the CP BF Letter Agreement, as defined below, shall not trigger or constitute an event of default under the Purchase Agreement.
CP BF Letter Agreement
On October 14, 2025, the Company and CP BF executed a letter agreement dated October 10, 2025, pursuant to which they amended certain terms of the Loan Agreement and Note (as amended on October 15, 2025, the “CP BF Letter Agreement”). The CP BF Letter Agreement amended the Conversion Price, as defined, to ninety-five percent (95%) of the price of the Class A Common Stock on the trading day immediately preceding delivery of any Conversion Notice, subject to a floor price of $2.50. The CP BF Letter Agreement included an amendment that CP BF shall take commercially reasonable actions to partially convert the balance outstanding under the Note as of the CP BF Letter Agreement date (the "Balance") into shares of the Company's Class A Common Stock at the new conversion price. The CP BF Letter Agreement limits the amount of shares that CP BF can sell or convert to five percent (5%) of the aggregate daily trading volume however the Company has the right waive or increase such limitation at its discretion. The CP BF Letter Agreement also stipulates that between the time that the Company pays down at least $2,000,000 against the Balance until the earlier of (a) 60 days following the date of the CP BF Letter Agreement and (b) receipt of $10,000,000 in gross proceeds from the sale of Company securities, the Company will no longer be required to prepay a certain percentage of other proceeds received from securities offerings to CP BF, as stipulated in the Loan Agreement.
Pursuant to the CP BF Letter Agreement, the parties agreed to use an agreed upon portion of other debt to partially prepay the balance outstanding under the Note as of the CP BF Letter Agreement date (the "Balance"). The Company also agreed to reserve that number of shares of Class A Common Stock equal to 120% of the number of shares of Class A Common Stock issuable upon full conversion of the Balance at the new conversion price and to register 100% of all such shares with the Securities and Exchange Commission within 60 days of the CP BF Letter Agreement. As per the CP BF Letter Agreement, subject to the receipt by CP BF of $2,000,000 and the filing of the registration statement, CP BF also agreed to waive certain events of default that may have occurred or be occurring as of the date of the CP BF Letter Agreement; CP BF also agreed that until December 31, 2025, it shall not exercise any right or remedy associated with any failure on the the part of the Company to comply with certain financial covenants set forth in the Loan Agreement, as they relate to the period ending September 30, 2025.
The Company's failure to comply with the Letter Agreement shall constitute an Event of Default under the Loan Agreement.
1800 Diagonal Issuance On November 4, 2025, the Company issued a ninth promissory note (the “November 1800 Diagonal Note”) for an aggregate principal amount of $238,050 and received $200,000 of proceeds, net of an original discount of $31,050 and issuance costs of $7,000 for due diligence and legal fees, with a maturity date of July 30, 2026. The stated interest rate on the November Note is 14% per annum, and interest shall accrue on the September Note commencing on and including the issuance date pursuant to the November Note Agreement's repayment and amortization schedule.
Common Stock Issuances
3i, LP Conversions
On October 13, 2025, the Company received a conversion notice to convert principal of $183,333 relating to the contractual installment of $183,333 due October 1, 2025 on the June 3i Note. The Company converted the principal amount of $183,333 along with interest of $4,347 and make-whole interest of $12,986 into 83,470 shares of Class A Common Stock, at a conversion price of $2.42. Following the conversion, $8,154 of principal and $815 of interest remain on the June 3i Note.
On October 22, 2025, the Company received a conversion notice to convert the remaining principal of $8,154 relating to the remaining installment of $8,154 due February 1, 2026 on the June 3i Note. The Company converted the principal amount of $8,154 along with interest of $258 and make-whole interest of $557 into 3,713 shares of Class A Common Stock, at a conversion price of $2.42. Following the conversion, the June 3i Note was fully converted.
On October 9, 2025, the Company received a conversion notice to convert principal of $183,333 relating to the contractual installment of $183,333 due October 1, 2025 on the August 3i Note. The Company converted the principal amount of $183,333 along with interest of $2,597 and make-whole interest of $15,736 into 83,470 shares of Class A Common Stock, at a conversion price of $2.42. Following the conversion, $1,283,333 of principal and $128,333 of interest remain on the August 3i Note.
On October 10, 2025, the Company received a conversion notice to convert principal of $183,333 relating to the contractual installment of $183,333 due May 1, 2026 on the August 3i Note. The Company converted the principal amount of $183,333 along with interest of $2,648 and make-whole interest of $15,685 into 83,470 shares of Class A Common Stock, at a conversion price of $2.42. Following the conversion, $1,100,000 of principal and $109,997 of interest remain on the August 3i Note.
On October 10, 2025, the Company received a conversion notice to convert principal of $183,333 relating to the contractual installment of $183,333 due April 1, 2026 on the August 3i Note. The Company converted the principal amount of $183,333 along with interest of $2,648 and make-whole interest of $15,685 into 83,470 shares of Class A Common Stock, at a conversion price of $2.42. Following the conversion, $916,667 of principal and $91,667 of interest remain on the August 3i Note.
On October 14, 2025, the Company received a conversion notice to convert principal of $183,333 relating to the contractual installment of $183,333 due March 1, 2026 on the August 3i Note. The Company converted the principal amount of $183,333 along with interest of $2,852 and make-whole interest of $15,481 into 83,470 shares of Class A Common Stock, at a conversion price of $2.42. Following the conversion, $733,333 of principal and $73,333 of interest remain on the August 3i Note.
On October 16, 2025, the Company received a conversion notice to convert principal of $183,333 relating to the contractual installment of $183,333 due October 1, 2026 on the October 3i Note. The Company converted the principal amount of $183,333 along with interest of $407 and make-whole interest of $17,926 into 80,667 shares of Class A Common Stock, at a conversion price of $2.50. Following the conversion, $2,316,667 of principal and $231,667 of interest remain on the October 3i Note.
On November 3, 2025, the Company received a conversion notice to convert principal of $208,333 relating to the contractual installment of $208,333 due November 1, 2025 on the October 3i Note. The Company converted the principal amount of $208,333 along with interest of $1,505 and make-whole interest of $19,329 into 121,804 shares of Class A Common Stock, at a conversion price of $1.88. Following the conversion, $2,108,333 of principal and $210,833 of interest remain on the October 3i Note.
1800 Diagonal Conversions On October 21, 2025, 1800 Diagonal exercised its conversion option under the April 1800 Diagonal Note. On the conversion date, the Company converted $65,000 of principal outstanding on the April 1800 Diagonal Note at a conversion price of $2.06, converting into 31,630 shares of the Company's Class A Common Stock. Following the conversion there was $194,000 of principal outstanding on the April 1800 Diagonal Note. On October 22, 2025, 1800 Diagonal exercised its conversion option under the April 1800 Diagonal Note. On the conversion date, the Company converted $50,625 of principal outstanding on the April 1800 Diagonal Note at a conversion price of $2.03, converting into 25,000 shares of the Company's Class A Common Stock. Following the conversion there was $144,975 of principal outstanding on the April 1800 Diagonal Note. On October 23, 2025, 1800 Diagonal exercised its conversion option under the April 1800 Diagonal Note. On the conversion date, the Company converted $65,000 of principal outstanding on the April 1800 Diagonal Note at a conversion price of $1.84, converting into 35,374 shares of the Company's Class A Common Stock. Following the conversion there was $81,475 of principal outstanding on the April 1800 Diagonal Note. On October 24, 2025, 1800 Diagonal exercised its conversion option under the April 1800 Diagonal Note. On the conversion date, the Company converted $45,000 of principal outstanding on the April 1800 Diagonal Note at a conversion price of $1.81, converting into 24,896 shares of the Company's Class A Common Stock. Following the conversion there was $37,975 of principal outstanding on the April 1800 Diagonal Note.
On October 27, 2025, 1800 Diagonal exercised its conversion option under the April 1800 Diagonal Note. On the conversion date, the Company converted $39,475 of principal outstanding on the April 1800 Diagonal Note at a conversion price of $1.69, converting into 23,393 shares of the Company's Class A Common Stock. Following the conversion, the April 1800 Diagonal Note was fully converted.
CP BF Conversions
On October 17, 2025, CP BF exercised its optional conversion option in which it received 10,990 Class A Common Stock at the conversion price per share of $2.71 in satisfaction of $29,558 of the Company's obligations under the 2024 CP BF Convertible Note.
On October 20, 2025, CP BF exercised its optional conversion option in which it received 10,990 Class A Common Stock at the conversion price per share of $2.74 in satisfaction of $29,943 of the Company's obligations under the 2024 CP BF Convertible Note.
On October 21, 2025, CP BF exercised its optional conversion option in which it received 33,200 Class A Common Stock at the conversion price per share of $2.69 in satisfaction of $89,258 of the Company's obligations under the 2024 CP BF Convertible Note.
On October 22, 2025, CP BF exercised its optional conversion option in which it received 7,700 Class A Common Stock at the conversion price per share of $2.38 in satisfaction of $18,357 of the Company's obligations under the 2024 CP BF Convertible Note.
Yorkville Conversions
On October 6, 2025, the Company issued an Advance Notice to Yorkville pursuant to the SEPA in which the Company requested the purchase of 115,000 shares of the Company's Class A Common Stock at a purchase price of $3.08 for a total purchase price of $354,074 to be applied against the outstanding Yorkville Convertible Notes. Upon the settlement on October 8, 2025, the Company issued to Yorkville 115,000 shares of Class A Common Stock.
On October 13, 2025, the Company issued an Advance Notice to Yorkville pursuant to the SEPA in which the Company requested the purchase of 65,000 shares of the Company's Class A Common Stock at a purchase price of $2.95 for a total purchase price of $191,477 to be applied against the outstanding Yorkville Convertible Notes. Upon the settlement on October 15, 2025, the Company issued to Yorkville 65,000 shares of Class A Common Stock.
At the Market Offering
Between October 1, 2025 and November 11, 2025, the Company issued 498,222 shares under the ATM Agreement for net proceeds of approximately $1,310,738. The aggregate market value of the shares of Class A Common Stock eligible for sale under the ATM Prospectus Supplement is approximately $5.6 million as of November 11, 2025, which is based on the limitations of General Instruction I.B.6 of Form S-3.
Employee Awards
Between October 1, 2025 and October 17, 2025, 21,262 vested RSU's under the 2023 Equity Incentive Plan were exercised into 21,262 shares of Class A Common Stock. |