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Debt Financing
 12 Months Ended
Sep. 30, 2024
Debt Financing [Abstract]  
Debt Financing

NOTE 10 - Debt Financing

 

Debt Facility Financing

 

On August 2, 2024, the Company entered into a loan and security agreement (the “Debt Facility Agreement”) with Growth Opportunity Funding, LLC, as the lender (the “Lender”), which provides for a delayed draw term loan facility in an aggregate principal amount not to exceed $3.0 million (the “Debt Facility”). The Company was permitted to borrow loans under the Debt Facility from time to time (collectively, the “Loans”), for general corporate purposes and subject to certain specified conditions, until the earliest of: (i) November 30, 2024, (ii) the occurrence of any Monetization Event (as defined below) or Change of Control (as defined in the Debt Facility Agreement), or (iii) at the Lender’s option, upon the occurrence and during the continuance of an event of default under the Debt Facility Agreement. On November 7, 2024, the Company terminated the Debt Facility Agreement (See Note 14 – Subsequent Events).

  

The Loans would have matured on February 2, 2026, if issued. Interest on any outstanding principal amount would have been at a rate of 10% per annum, payable monthly in arrears and at the maturity date. As of September 30, 2024, no amounts were drawn under the Debt Facility Agreement by the Company.

 

At closing of the Debt Facility, the Company issued to the Lender a warrant exercisable for five years for 100,000 shares of common stock at an exercise price of $0.66 per share, subject to adjustment (the “Closing Date Debt Facility Warrant”). The Closing Date Debt Facility Warrant was accounted for and classified as equity on the accompanying balance sheets.

 

At the time of any borrowing of Loans, the Company would have issued to the Lender additional warrants exercisable for five years for 50,000 shares of common stock (for each $500,000 of Loans borrowed) at the same per share exercise price as the Closing Date Debt Facility Warrant ( the “Additional Debt Facility Warrants”, and together with the Closing Date Debt Facility Warrant, the “Debt Facility Warrants”).

 

The Company was permitted to voluntarily prepay the outstanding Loans at any time, without premium or penalty, upon five business days’ prior written notice to the Lender. The Company was required to prepay outstanding Loans upon the occurrence of (i) any Change of Control or (ii) certain other events as more fully described in the Debt Facility Agreement, but in any event including any capital raise or other transaction pursuant to which the Company received cumulative cash proceeds in excess of $5.0 million in the aggregate (each such event in this prong (ii), a “Monetization Event”). The obligations of the Company under the Debt Facility were secured by a first-priority security interest in substantially all assets of the Company, subject to certain exceptions set forth in the Debt Facility Agreement.

 

The Debt Facility Agreement included other customary representations and warranties, conditions, affirmative and negative covenants, and events of default.

 

Issuance costs incurred through September 30, 2024 in connection with the Debt Facility amounted to $202,656 which included legal fees of $74,532, warrant fair of the warrant issuance in the amount of $53,124 and a transaction fee to the lender in the amount of $75,000 and were initially recorded as a deferred cost on the accompanying balance sheets. The deferred costs were being amortized over the term of the Debt Facility. For the year ended September 30, 2024, $101,329 of the deferred costs were amortized and were included in the financing costs line item in the accompanying statements of operations.