DEBT (AS RESTATED) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| DEBT (AS RESTATED) | NOTE 11 – DEBT (AS RESTATED)
On September 29, 2025 the maturity date on the AGIG convertible note payable was extended to January 1, 2027, the classification of the debt as due in more than year reflects this extension.
AGIG Convertible Note
Effective November 7, 2022, AGIG a wholly owned subsidiary of the Company entered into a $5,000,000 convertible promissory note (the “AGIG Convertible Note”) with an interest rate of 8%. Repayment or conversion of this note into equity securities of AGIG occurs as follows (a) repayment at the Maturity date of November 7, 2023, or (b) at the Lender’s sole option, conversion of the outstanding principal and interest into equity securities of AGIG upon the closing of a private offering of AGIG equity securities (“Next Round Funding”). If the Lender exercises its option to convert the AGIG Convertible Note into equity securities, the AGIG Convertible Note is convertible into a variable number of equity securities at the same price paid by investors in the Next Round Funding to satisfy the outstanding Note balance. The Company has the option to extend the maturity date of the AGIG Convertible Note by 12 months with the mutual consent of the Lender. An extension is in place which has extended the maturity to January 1, 2027.
As part of the funding agreement, AGIG undertook that, in the event that AGIG closed a future private offering of equity securities or securities convertible into equity securities (“Next Round Funding”), AGIG would issue a warrant with a term of five years to the Lender to purchase $5,000,000 worth of the securities issued in the Next Round Financing with an exercise price equivalent to 80% of the price paid by investors in the Next Round Financing.
During the three and nine months ended September 30, 2025, the Company recognized interest expense of $0.1 million and $0.3 million. During the three and nine months ended September 30, 2024, the Company recognized interest expense of $0.1 million and $0.3 million. As of September 30, 2025, the balance of the outstanding AGIG Convertible Note was $6.1 million. As of September 30, 2025, the effective annual interest yield was 8%. As of December 31, 2024, the balance of the outstanding AGIG Convertible Note was $5.9 million. As of December 31, 2024, the effective annual interest yield was 8%.
HUSA Convertible Note
On July 10, 2025, the Company entered into a securities purchase agreement with an institutional investor (the “Buyer”), pursuant to which the Company issued a senior secured convertible note in the original principal amount of $5,434,783 (the “HUSA Convertible Note”) with 8.0% original issue discount, and received $5,000,000 in cash. The Company used the net proceeds from the HUSA Convertible Note, together with cash on hand, to finance the acquisition of a 25-acre site in Baytown, Texas.
The HUSA Convertible Note bears interest at 7.0% per annum and matures 12 months from the date of issuance, unless earlier converted or prepaid in accordance with its terms. Repayment is required to be made in cash on the maturity date. While any portion of the HUSA Convertible Note is outstanding, if the Company carries out any subsequent placements, the Company is required to first use 40.0% of the net proceeds to repay 105% of the outstanding balance of the HUSA Convertible Note in cash plus accrued and unpaid charges (if any). Accumulated interest may be paid in shares of common stock upon conversion or in cash on a quarterly basis.
During the three and nine months ended September 30, 20254, the Company repaid $655,344 on the Note from ELOC proceeds $583,386 of which was allocated to principal and $71,958 to interest.
During the three and nine months ended September 30, 2025, the Company recognized interest expense of $0.3 million and $0.5 million, respectively. These amounts include $0.1 million related to the loss from extinguishment of debt and $0.1 million from the amortization of the debt discount and issuance costs. As of September 30, 2025, the balance of the outstanding HUSA Convertible Note was $4.5 million, and the unamortized debt discount balance was $0.3 million. As of September 30, 2025, the effective annual interest yield was 15.02%.
The HUSA Convertible Note is convertible at the Holder’s option into shares of the Company’s common stock at a fixed conversion price of $10.92 per share, subject to a 4.99% beneficial ownership limitation provision and anti-dilution and make-whole provisions.
The HUSA Convertible Note is secured by a first-priority lien on the land acquired by the Company in Baytown, Texas. The lien established under this agreement are pari passu in priority with any existing debt obligations.
In the event of a change of control, the Buyer will have the option to choose between conversion at the conversion price and receiving the same consideration as all other stockholders or being paid 100.0% of the aggregate outstanding amount of the note in cash upon closing of the change of control transaction. The HUSA Convertible Note is subject to customary Events of Default, and upon the occurrence of an Event of Default, the Holder has the right to convert the HUSA Convertible Note at a 15.0% discount from the lowest daily VWAP during the 10-trading day period prior to the date of conversion. In the event of a default, interest will accrue at the lesser of 18.0% per annum or the maximum legal rate.
Note Payable - Related Party
Effective February 28, 2025, the beneficial majority member of AGIG advanced $885,000 to the Company by way of a note payable. The note payable is interest-free, due and payable in full on or before the 120th day following the date of funding (the “Maturity Date”) and was collateralized by the grant receivable from the UK government’s Advance Fuel Fund. The Company was required to repay the note payable in tranches before the Maturity Date from grant reimbursement funds received by the Company under its grant receivable, $450,000 was repaid on the note before the maturity date. Effective August 14, 2025, the related party lender waived the default under the terms of the note payable and extended the term of the note payable until such reasonable time that the Company has adequate cash on hand to repay the note.
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