SUBSEQUENT EVENT |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Subsequent Events [Abstract] | |
| Subsequent Events [Text Block] | NOTE 17 – SUBSEQUENT EVENT
On April 1, 2026, we entered into a Securities Purchase Agreement (the “April VFG Purchase Agreement”) with VFG. Pursuant to the terms of the April VFG Purchase Agreement, the Company issued a Promissory Note (the “April VFG Note”) to VFG with a total aggregate principal amount of approximately $238 thousand, which includes an original issue discount of approximately $31 thousand with an interest rate of 12%. The aggregate purchase price paid by VFG for the April VFG Note is approximately $207 thousand. The April VFG Note matures on March 30, 2027. The Company may prepay the April VFG Note in full at any time by providing VFG with prior written notice.
On April 14, 2026, the Company executed and delivered the Securities Purchase Agreement (the “FFG Purchase Agreement”) with FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (the “FirstFire”). Pursuant to the terms of the FFG Purchase Agreement, the Company issued a Promissory Note (the “FFG Note”) to FirstFire with a total aggregate principal amount of approximately $347 thousand, which includes an original issue discount of approximately $40 thousand, with an interest rate of 12%. The aggregate purchase price paid by FirstFire for the FFG Note is approximately $307 thousand. The FFG Note matures on April 10, 2027 (the “Maturity Date”). The Company may prepay the FFG Note in full at any time by providing FirstFire with prior written notice.
Solely upon the occurrence and continuation of an Event of Default under each of the FFG Note and April VFG Note, each of VFG and FirstFire has the right, but not the obligation, to convert all or any portion of the outstanding balance of its respective note — including principal, accrued interest, and any applicable default amounts — into shares of the Company’s common stock. The conversion price shall be equal to 75% of the lowest trading price of the common stock during the ten (10) trading days immediately preceding the applicable conversion date. The Company will evaluate the conversion features of the FFG Note and the April VFG Note for embedded derivative bifurcation in accordance with ASC 815-15 and ASC 815-40. The conversion features of the FFG Note and the April VFG Note contain terms that are substantially consistent with the conversion feature of the March VFG Note, which the Company bifurcated as an embedded derivative liability in accordance with ASC 815-15 and ASC 815-40, as described in Note 11. The Company expects to apply the same accounting treatment to the FFG Note and the April VFG Note upon recognition in the second quarter of fiscal year 2026. |