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SUBSEQUENT EVENT | 6 Months Ended
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Jun. 30, 2025
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SUBSEQUENT EVENT | 15. SUBSEQUENT EVENT Series B-1 Convertible Notes On August 7, 2025, the Company entered into a securities purchase agreement, under which the Company agreed to issue and sell in a registered public offering directly to the same institutional investors that participated in the Series A-1 Convertible Notes, convertible notes for an aggregate principal amount of $5.0 million (“Series B-1 Convertible Notes”), which will be convertible into shares of the Company’s Common Stock. The Series B-1 Convertible Notes have the same terms as the Series A-1 Convertible Notes, except that the Series B-1 Convertible Notes have a conversion price equal to $0.83, which is subject to customary adjustments upon any stock split, stock dividend, stock combination, recapitalization, subsequent issuances, and other events. Starting on the closing date, the Series B-1 Convertible Notes amortize in installments, and we will make monthly payments on the first trading day of each monthly anniversary commencing on the closing date through the maturity date, payable in cash or shares of common stock. Upon the satisfaction of certain conditions, we may prepay outstanding Series B-1 Convertible Notes upon not less than 20 trading days’ written notice by paying an amount equal to the portion of the Series B-1 Convertible Notes being redeemed at a 115% premium. The Company has agreed to seek stockholder approval for the issuance of conversion shares upon the future conversion of the Series A-1 and Series B-1 Convertible Notes, if any, that would exceed 19.99% of the Company’s issued and outstanding Common Stock, in order to comply with the rules and regulations of NYSE American.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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