Debt |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Debt [Abstract] | |
| Debt | 7. Debt
Convertible Promissory Notes
On March 11, 2026, the Company entered into securities purchase agreements with certain accredited investors, pursuant to which the Company agreed to issue and sell in a private placement an aggregate principal amount of $5,160 20% original issue discount senior convertible promissory notes (the “Convertible Promissory Notes”) for aggregate gross proceeds of approximately $4.3 million before deducting fees and expenses of the placement agent of $433.
The Convertible Promissory Notes have a maturity date of September 11, 2026, which, at the option of the Company, can be extended until December 11, 2026.
Following the six month anniversary of the issuance date, the Convertible Promissory Notes will be convertible at any time at the option of the holder into shares of the Company’s common stock at a conversion price per share equal to the greater of 80% of the VWAP for the 3 trading days immediately prior to the date of conversion and $5.4845, subject to adjustment for stock splits and pro rata distributions as provided in the Convertible Promissory Notes.
If the maturity date of the Convertible Promissory Notes is extended, the outstanding principal amount will be increased by 5%. Any prepayment of the Convertible Promissory Notes will be prepaid at 102.5% of the principal prepayment. In addition, the Company is required to prepay the Convertible Promissory Notes from 15% of the net proceeds it may receive from future securities financing transactions less certain amount attributable to the original issue discount.
For the three and six months ended June 30, 2026, the Company recorded interest expense, which included the amortization of the discount, the initial value of the derivative liability and transaction costs of $852 and $1,028, respectively, related to the Convertible Promissory Notes. |