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Subsequent Event
3 Months Ended
Mar. 31, 2025
Subsequent Events [Abstract]  
Subsequent Event

Note 11 – Subsequent Event

 

Senior Secured Convertible Note and Warrants

 

Convertible Note Issuance

 

On May 12, 2025, the Company entered into a Senior Secured Note Purchase Agreement with Funicular Funds, LP (the “Investor”), pursuant to which the Company issued a Senior Secured Convertible Note in the original principal amount of $6,999,999 (the “Note”). The transaction resulted in net cash proceeds of $6,000,000 to the Company and included the repurchase of 333,333 shares of the Company’s common stock from the Investor at $3.00 per share. These repurchased shares will be cancelled and retired, and the corresponding shares will be returned to the pool of authorized but unissued shares.

 

The Note is secured by a first-priority lien on substantially all of the Company’s and its subsidiaries’ assets pursuant to a Security and Pledge Agreement, and is fully guaranteed by certain subsidiaries of the Company.

 

Interest and Amortization Terms

 

The Note accrues interest at a rate of 1.25% per month (15% per annum). Interest is payable monthly, either in cash or in-kind (“PIK Interest”) at the Company’s election. Beginning January 31, 2026, the Company is required to make monthly principal payments of $500,000, with the remaining balance due on the Note’s maturity date of May 12, 2027, unless earlier repaid, redeemed, or converted.

 

Embedded Conversion Feature

 

The Note includes an embedded conversion option, which permits the Investor to convert the outstanding principal and accrued interest into shares of the Company’s common stock at an initial conversion price of $4.00 per share. The conversion price is subject to down-round adjustment if the Company issues common stock (or equivalents) at a price below the then-current conversion price.

 

Due to these anti-dilution and variable settlement provisions, the conversion feature does not meet equity classification criteria under ASC 815-40, and therefore would ordinarily be treated as a derivative liability. However, because the conversion feature is not exercisable until January 12, 2026, the Company determined that the feature is a contingent embedded derivative as of the issuance date. Accordingly, it has not been bifurcated or recorded as a derivative liability as of May 12, 2025.

 

If the Note remains outstanding when the conversion feature becomes exercisable, the Company will evaluate the feature for separation and initial recognition as a derivative liability. Upon bifurcation, the embedded derivative will be measured at fair value using a Black-Scholes option pricing model, with changes in fair value recognized in earnings at each reporting date.

 

Warrant Issuance and Classification

 

In connection with the issuance of the Note, the Company also issued warrants to purchase 700,000 shares of its common stock at an exercise price of $6.00 per share. The warrants are immediately exercisable and remain outstanding through May 12, 2030. The warrants contain standard features including cashless exercise rights and anti-dilution adjustments, including price-reset provisions similar to those in the Note.

 

Due to the potential for settlement in a variable number of shares and other price-reset features, the warrants do not qualify for equity classification under ASC 815-40. Accordingly, the Company will record the warrants as a derivative liability at their initial fair value on the issuance date. This liability will be classified as a Level 3 fair value measurement and remeasured at each reporting date, with changes in fair value recognized through earnings.