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Subsequent Events | 6 Months Ended
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Jun. 30, 2025
Subsequent Events |
Subsequent Events | NOTE 18 — Subsequent Events On July 3, 2025 the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with 340 Broadway Holdings, LLC (the “Lender”). Pursuant to the terms of the Securities Purchase Agreement, the Company issued a senior secured promissory note (the “Note”) to the Lender with a total principal amount of up to $1,500,000 and 2,095,531 shares (the “Origination Shares”) of the Company’s Common Stock to the Lender. The Note bears interest at an annual rate of 15% and matures on July 3, 2026 (the “Maturity Date”). The Lender has the right, but not the obligation, to convert, at any time prior to the Maturity Date, all or any portion of the outstanding Principal Amount, accrued interest and fees due and payable thereon into shares (the “Conversion Shares”) of the Company’s Common Stock. The Lender is prohibited from converting an amount that would be convertible into that number of Conversion Shares which would exceed the difference between the number of shares of the Company’s Common Stock beneficially owned by the Lender and 4.99% of the outstanding shares of the Company’s Common Stock. The Lender may waive such 4.99% limitation upon, at the election of the Lender, not less than seven day’s prior notice to the Company. The Company is also obligated to register the Conversion Shares on a new registration statement within the later of (i) 30 calendar days following the issuance of the Note, or (ii) 7 calendar days following the date the SEC declares the Existing Registration Statement effective. On August 25, 2025, the Company received a notice on behalf of Maximcash Solutions LLC as lender under that certain Business Loan and Security Agreement and related documents (the “Maximcash Loan Documents”) entered into on or about May 14, 2025. The notice stated that pursuant to the Maximcash Loan Documents, the Company was required to deposit additional shares of its common stock as pledged collateral due to the fact that the then-current stock price fell below $1.00 per share and to maintain the fair market value of the pledge shares at 200% of the current loan repayment amount. Accordingly, on August 29, 2025, the Company issued and pledged an additional 1,518,521 shares to Maximcash Fund Partnership LLC. As of September 15, 2025, the total amount of pledged shares equals 2,518,521. In September 2025, the Company granted restricted stock units (“RSUs”) under its Equity Incentive Plan to certain employees as part of its ongoing equity compensation program. The RSU awards cover an aggregate of 2,965,961 shares of the Company’s common stock and were granted in accordance with the terms of the equity incentive plan approved by the Company’s Board of Directors and stockholders. The RSUs are subject to time-based vesting conditions, generally requiring continued service over a three-year period. Each RSU represents a contingent right to receive one share of the Company’s common stock upon vesting. As previously disclosed, the Company entered into a Securities Purchase Agreement with 340 Broadway Holdings, LLC (“340 Broadway”) effective as of July 3, 2025, pursuant to the terms of which the Company issued a senior secured promissory note (the “Note”) to 340 Broadway with a total principal amount of up to $1,500,000 which bears interest at an annual rate of 15% and matures on July 3, 2026. 340 Broadway subsequently assigned a portion of the Note to Southern Point Capital Corporation (“SPCC”). On September 11, 2025, the Company received written notice (the “Default Notice”) from SPCC that stated that the Company’s failure to timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2025 constituted an “Event of Default” under the Note.The Default Notice further asserted that (i) as a consequence of the Event of Default, interest on the Note accrues at a rate of 18% per annum, effective as of the date of issuance of the Note, or July 3, 2025; (ii) SPCC elected to require the Default Payment equal to 115% of the outstanding principal amount of the Note, plus accrued (default-rate) interest and all other amounts due; and (iii) the conversion discount underlying the Note of 20% was to be increased to 40%. Based on a principal amount and accrued interest outstanding on the Note of $929,950 as of September 11, 2025, the Default Payment would be approximately $1,068,639. The Company is providing the disclosure in the paragraph above relating to the Default Notice to comply with the Company’s filing requirements with the U.S. Securities and Exchange Commission but does not by virtue hereof admit that the Company agrees with any assertion contained in the Default Notice. We are reviewing the Default Notice and reserve the right to dispute. If the Company is unable to resolve the alleged Event of Default and other assertions in the Default Notice, it could have a material adverse effect on the Company’s liquidity, financial condition, and results of operations.

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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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