Securities Transactions	9 Months Ended
Sep. 30, 2025
Securities Transactions
Securities Transactions	Note 12 – Securities Transactions Regalia Ventures Stock Repurchase Transaction On November 1, 2024, the Company entered into a stock repurchase agreement with Regalia Ventures pursuant to which the Company agreed to repurchase the 5,495 shares from Regalia Ventures at a price per share equal to the higher of: (i) the closing price of the common stock on the last trading day immediately preceding the date of the repurchase agreement; or (ii) the highest volume weighted average price (“VWAP”) of the common stock during a pricing period of 10 consecutive trading days prior to the date of the repurchase agreement. The shares of common stock to be repurchased were originally issued to Regalia Ventures on November 21, 2023, pursuant to a certain stock purchase agreement dated November 20, 2023. The Company recorded an accrued liability in the amount of the repurchase price, which was $472,000, as of December 31, 2024 as there were no further conditions that needed to be satisfied prior to the closing date other than the issuance of the promissory note and the delivery of the shares. On February 18, 2025, the date of the closing of the transaction, the Company issued a promissory note to Regalia Ventures in the amount of $472,000, which was the principal amount of the purchase price. The note was due and payable on demand and accrued interest at the rate of 10% per year. The Company incurred $1,000 for interest expense for the nine months ended September 30, 2025 related to this promissory note. On February 27, 2025, the Company paid off the note in full. Regalia Ventures is owned and controlled by Jay B. Foreman, who serves as a member of the Company’s board of directors. Stingray Group Stock Repurchase Transaction On December 3, 2024, the Company entered into a stock repurchase agreement with Stingray Group pursuant to which the Company agreed to repurchase the 5,495 shares from Stingray Group at a price per share equal to the higher of: (i) the closing price of the common stock on the last trading day immediately preceding the date of the repurchase agreement; or (ii) the highest VWAP of the common stock during a pricing period of 10 consecutive trading days prior to the date of the repurchase agreement. The shares of common stock to be repurchased were originally issued to the Stingray Group on November 21, 2023, pursuant to a certain stock purchase agreement dated November 20, 2023. The Company recorded an accrued liability in the amount of the repurchase price, which was $286,000, as of December 31, 2024 as there were no further conditions that needed to be satisfied prior to the closing date other than the issuance of the promissory note and the delivery of the shares. On February 18, 2025, the date of the closing of the transaction, the Company issued a promissory note to Stingray Group in the amount of $286,000, which was the principal amount of the purchase price. The note was due and payable on demand and accrued interest at the rate of 10% per year. The Company incurred $3,000 for interest expense for the nine months ended September 30, 2025 related to this promissory note. On April 3, 2025, the Company paid off the note in full. Mathieu Peloquin is the Senior Vice-President, Marketing and Communications of Stingray Group and serves as a member of the Company’s board of directors. December 2024 Public Offering On December 4, 2024, the Company entered into a securities purchase agreement in connection with a public offering of an aggregate of 21,000 shares of its common stock, pre-funded warrants to purchase up to 258,412 shares of common stock, Series A warrants to purchase up to 279,412 shares of common stock, and Series B warrants to purchase up to 279,412 shares of common stock. Each share of common stock, or a pre-funded warrant in lieu thereof, was sold together with the accompanying warrants to purchase one share of common stock. The Company received aggregate gross proceeds upon the closing of the offering of approximately $9,000,000, before deducting placement agents’ fees and other offering expenses. The Series A and B warrants were exercisable only upon receipt of such shareholder approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market, LLC (the “Nasdaq”) to permit the exercise of the Series A and B warrants. The Series A and B warrants include an exercise price adjustment feature upon shareholder approval, whereby the exercise price will adjust to the greater of the lowest daily volume weighted average price during the reset period or the floor price, which was $6.84 per share, with a proportional increase in the number of warrant shares. The Company assessed the Series A and B warrants under ASC 480 and ASC 815 and determined that the Series A and B warrants needed to be classified as liabilities as they did not meet the requirements to be considered indexed to the Company’s own stock, due to: (a) the adjustment to the exercise price tied to shareholder approval, and (b) the potential change in the settlement amount of the Series B warrants upon an alternative cashless exercise election. Additionally, the Company concluded at issuance that it would not have sufficient authorized and available shares of common stock to settle the Series A and B warrants. See Note 13 – Derivative Liability. On January 13, 2025, the Company’s stockholders approved the issuance of the Series A and B warrants, at which time all of the Series A and B warrants became exercisable. This approval triggered an adjustment to the exercise price of the Series A warrants to $8.38. In connection with this approval, the holders of the Series B Warrants exercised their warrants in full under the alternative cashless exercise provision, resulting in the issuance of 1,910,975 shares of common stock and no additional proceeds received by the Company. The warrant liability reflected on the Company’s consolidated balance sheet at December 31, 2024 was reclassified to additional paid-in capital on the Company’s condensed consolidated balance sheet at September 30, 2025. The Company recognized a loss of $6,468,000 for the change in the fair value measurement of the warrant liability as of the date the warrant liability was reclassified to equity. 1800 Diagonal Financing Transactions On June 17, 2025, the Company entered into a securities purchase agreement with 1800 Diagonal Lending, LLC (“1800 Diagonal”) pursuant to which the Company issued a promissory note to 1800 Diagonal in the principal amount of $120,000. The note is subject to a one-time interest charge of 12%, or approximately $14,000, and is payable in 12 monthly installments of $11,000 commencing on July 15, 2025. The security purchase agreement has a contingent default feature that the Company has determined to be nominal and is not applicable unless an event of default occurs. The Company received net proceeds of $84,000 after deductions of $15,000 for original issue discount, $16,000 for placement agent fees and $5,000 for legal and due diligence fees. On June 17, 2025, the Company entered into a second securities purchase agreement with 1800 Diagonal pursuant to which the Company issued a promissory note to 1800 Diagonal in the principal amount of $240,000. The note is subject to a one-time interest charge of 12%, or approximately $29,000. An initial payment of $134,000 is due on December 15, 2025. Thereafter, the remainder is payable in six monthly installments of $22,000 commencing on January 15, 2026. The security purchase agreement has a contingent default feature that the Company has determined to be nominal and is not applicable unless an event of default occurs. The Company received net proceeds of $189,000 after deductions of $30,000 for original issue discount, $16,000 for placement agent fees and $5,000 for legal and due diligence fees. Boot Capital Financing Transaction On June 17, 2025, the Company entered into a securities purchase agreement with Boot Capital, LLC (“Boot Capital”) pursuant to which the Company issued a promissory note to Boot Capital in the principal amount of $120,000. The note is subject to a one-time interest charge of 12%, or approximately $14,000, and is payable in 12 monthly installments of $11,000 commencing on July 15, 2025. The security purchase agreement has a contingent default feature that the Company has determined to be nominal and is not applicable unless an event of default occurs. The Company received net proceeds of $105,000 after deductions of $15,000 for original issue discount. Agile Capital Financing Transaction On July 3, 2025, the Company entered into a business loan and security agreement with Agile Capital Funding, LLC (“Agile Funding”) pursuant to which it issued a promissory note to Agile Funding in the principal amount of $368,000. The note is subject to a one-time interest charge of $162,000 and is payable in 28 weekly installments of $19,000 commencing on July 14, 2025. The Company received net proceeds of $350,000 after deductions of $18,000 for administrative agent fees. Streeterville Capital Securities Purchase Agreement On August 21, 2025, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Streeterville Capital, LLC (“Streeterville”), providing for the issuance and sale of shares of the Company’s common stock in one or more secured prepaid purchases (the “Pre-Paid Purchases”) for aggregate gross proceeds of up to $20,000,000. In connection with the Securities Purchase Agreement, the Company issued 95,694 shares of common stock as a commitment fee to Streeterville. The initial Pre-Paid Purchase was $4,390,000, reduced by an original issue discount of $360,000 and transaction expenses of $465,000, resulting in net proceeds of $3,565,000. The initial Pre-Paid Purchase balance accrues interest at 9% per annum, matures three years from issuance, and is secured by all assets of the Company and guaranteed by its subsidiaries. The Securities Purchase Agreement provides for additional Pre-Paid Purchases over a two-year period, subject to certain conditions, with each purchase having a 9% original issue discount and accruing interest at 9% per annum. Streeterville has the right, but not the obligation, to convert the outstanding balances of Pre-Paid Purchases into shares of common stock at a price equal to 90% of the lowest daily volume weighted average price during the ten trading days preceding notice, but not less than a stated floor price, and cannot beneficially own greater than 9.99% of the Company’s outstanding shares of common stock at any given time. Unless and until the Company obtains the requisite stockholder approval as required by Nasdaq Listing Rule 5635(d), the total cumulative number of shares of common stock that may be issued to Streeterville under all Pre-Paid Purchases cannot exceed the numerical threshold required by that rule. The Company may at any time prepay all or any portion of the outstanding balance of a Pre-Paid Purchase. In the event the Company elects to do so, the Company must pay Streeterville an amount equal to 110% multiplied by the portion of the outstanding balance the Company has elected to prepay. If an event of default occurs, the outstanding balance becomes immediately due and payable, increases by 7.5%, and accrues interest at a rate of 18% per annum (or the maximum rate permitted by law). As of September 30, 2025, the outstanding balance of the Pre-Paid Purchases was $4,390,000. This amount was presented in the condensed consolidated balance sheets net of the unamortized deferred debt issuance costs of $360,000 and transaction expenses of $465,000. Although the initial Pre-Paid Purchase matures three years from its effective date, the entire outstanding balance has been classified as a current liability on the Company’s condensed consolidated balance sheet as of September 30, 2025. Under the terms of the initial Pre-Paid Purchase, Streeterville may, in its sole discretion, deliver purchase notices to the Company at any time to require the Company to issue shares of common stock to Streeterville equal in value to the outstanding balance of the initial Pre-Paid Purchase. Streeterville can then sell such shares, the proceeds of which are applied to the outstanding balance of the initial Pre-Paid Purchase. The Company does not have an unconditional right to defer such settlement beyond twelve months from the balance sheet date. Accordingly, the Company determined that current liability classification was appropriate. The 95,694 shares of common stock issued for the commitment fee were valued at $2.00 per share, which was the closing price of the Company’s common stock on the measurement date, for aggregate consideration of $191,000. Interest expense related to the Pre-Paid Purchases was $34,000 for both the three and nine months ended September 30, 2025. The debt issuance costs and commitment fee incurred under the Securities Purchase Agreement are being amortized using the effective rate method. Amortization, which is included in interest expense, was $29,000 for the three and nine months ended September 30, 2025. Common Stock Issued for Services During the nine months ended September 30, 2025, the Company issued an aggregate of 31,513 shares of its common stock to a vendor as consideration for services rendered. The shares were issued in a non-cash transaction and were valued at $2.38 per share, the closing price of the Company’s common stock on the measurement date, resulting in a total fair value of $75,000. The total fair value was recorded as general and administrative expenses in the accompanying condensed consolidated statement of operation for the period then ended.

Securities Transactions

9 Months Ended

Sep. 30, 2025

Note 12 – Securities Transactions

Regalia Ventures Stock Repurchase Transaction

On November 1, 2024, the Company entered into a stock repurchase agreement with Regalia Ventures pursuant to which the Company agreed to repurchase the 5,495 shares from Regalia Ventures at a price per share equal to the higher of: (i) the closing price of the common stock on the last trading day immediately preceding the date of the repurchase agreement; or (ii) the highest volume weighted average price (“VWAP”) of the common stock during a pricing period of 10 consecutive trading days prior to the date of the repurchase agreement. The shares of common stock to be repurchased were originally issued to Regalia Ventures on November 21, 2023, pursuant to a certain stock purchase agreement dated November 20, 2023. The Company recorded an accrued liability in the amount of the repurchase price, which was $472,000, as of December 31, 2024 as there were no further conditions that needed to be satisfied prior to the closing date other than the issuance of the promissory note and the delivery of the shares.

On February 18, 2025, the date of the closing of the transaction, the Company issued a promissory note to Regalia Ventures in the amount of $472,000, which was the principal amount of the purchase price. The note was due and payable on demand and accrued interest at the rate of 10% per year. The Company incurred $1,000 for interest expense for the nine months ended September 30, 2025 related to this promissory note. On February 27, 2025, the Company paid off the note in full. Regalia Ventures is owned and controlled by Jay B. Foreman, who serves as a member of the Company’s board of directors.

Stingray Group Stock Repurchase Transaction

On December 3, 2024, the Company entered into a stock repurchase agreement with Stingray Group pursuant to which the Company agreed to repurchase the 5,495 shares from Stingray Group at a price per share equal to the higher of: (i) the closing price of the common stock on the last trading day immediately preceding the date of the repurchase agreement; or (ii) the highest VWAP of the common stock during a pricing period of 10 consecutive trading days prior to the date of the repurchase agreement. The shares of common stock to be repurchased were originally issued to the Stingray Group on November 21, 2023, pursuant to a certain stock purchase agreement dated November 20, 2023. The Company recorded an accrued liability in the amount of the repurchase price, which was $286,000, as of December 31, 2024 as there were no further conditions that needed to be satisfied prior to the closing date other than the issuance of the promissory note and the delivery of the shares.

On February 18, 2025, the date of the closing of the transaction, the Company issued a promissory note to Stingray Group in the amount of $286,000, which was the principal amount of the purchase price. The note was due and payable on demand and accrued interest at the rate of 10% per year. The Company incurred $3,000 for interest expense for the nine months ended September 30, 2025 related to this promissory note. On April 3, 2025, the Company paid off the note in full. Mathieu Peloquin is the Senior Vice-President, Marketing and Communications of Stingray Group and serves as a member of the Company’s board of directors.

December 2024 Public Offering

On December 4, 2024, the Company entered into a securities purchase agreement in connection with a public offering of an aggregate of 21,000 shares of its common stock, pre-funded warrants to purchase up to 258,412 shares of common stock, Series A warrants to purchase up to 279,412 shares of common stock, and Series B warrants to purchase up to 279,412 shares of common stock. Each share of common stock, or a pre-funded warrant in lieu thereof, was sold together with the accompanying warrants to purchase one share of common stock. The Company received aggregate gross proceeds upon the closing of the offering of approximately $9,000,000, before deducting placement agents’ fees and other offering expenses.

The Series A and B warrants were exercisable only upon receipt of such shareholder approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market, LLC (the “Nasdaq”) to permit the exercise of the Series A and B warrants. The Series A and B warrants include an exercise price adjustment feature upon shareholder approval, whereby the exercise price will adjust to the greater of the lowest daily volume weighted average price during the reset period or the floor price, which was $6.84 per share, with a proportional increase in the number of warrant shares.

The Company assessed the Series A and B warrants under ASC 480 and ASC 815 and determined that the Series A and B warrants needed to be classified as liabilities as they did not meet the requirements to be considered indexed to the Company’s own stock, due to: (a) the adjustment to the exercise price tied to shareholder approval, and (b) the potential change in the settlement amount of the Series B warrants upon an alternative cashless exercise election. Additionally, the Company concluded at issuance that it would not have sufficient authorized and available shares of common stock to settle the Series A and B warrants. See Note 13 – Derivative Liability.

On January 13, 2025, the Company’s stockholders approved the issuance of the Series A and B warrants, at which time all of the Series A and B warrants became exercisable. This approval triggered an adjustment to the exercise price of the Series A warrants to $8.38. In connection with this approval, the holders of the Series B Warrants exercised their warrants in full under the alternative cashless exercise provision, resulting in the issuance of 1,910,975 shares of common stock and no additional proceeds received by the Company. The warrant liability reflected on the Company’s consolidated balance sheet at December 31, 2024 was reclassified to additional paid-in capital on the Company’s condensed consolidated balance sheet at September 30, 2025. The Company recognized a loss of $6,468,000 for the change in the fair value measurement of the warrant liability as of the date the warrant liability was reclassified to equity.

1800 Diagonal Financing Transactions

On June 17, 2025, the Company entered into a securities purchase agreement with 1800 Diagonal Lending, LLC (“1800 Diagonal”) pursuant to which the Company issued a promissory note to 1800 Diagonal in the principal amount of $120,000. The note is subject to a one-time interest charge of 12%, or approximately $14,000, and is payable in 12 monthly installments of $11,000 commencing on July 15, 2025. The security purchase agreement has a contingent default feature that the Company has determined to be nominal and is not applicable unless an event of default occurs. The Company received net proceeds of $84,000 after deductions of $15,000 for original issue discount, $16,000 for placement agent fees and $5,000 for legal and due diligence fees.

On June 17, 2025, the Company entered into a second securities purchase agreement with 1800 Diagonal pursuant to which the Company issued a promissory note to 1800 Diagonal in the principal amount of $240,000. The note is subject to a one-time interest charge of 12%, or approximately $29,000. An initial payment of $134,000 is due on December 15, 2025. Thereafter, the remainder is payable in six monthly installments of $22,000 commencing on January 15, 2026. The security purchase agreement has a contingent default feature that the Company has determined to be nominal and is not applicable unless an event of default occurs. The Company received net proceeds of $189,000 after deductions of $30,000 for original issue discount, $16,000 for placement agent fees and $5,000 for legal and due diligence fees.

Boot Capital Financing Transaction

On June 17, 2025, the Company entered into a securities purchase agreement with Boot Capital, LLC (“Boot Capital”) pursuant to which the Company issued a promissory note to Boot Capital in the principal amount of $120,000. The note is subject to a one-time interest charge of 12%, or approximately $14,000, and is payable in 12 monthly installments of $11,000 commencing on July 15, 2025. The security purchase agreement has a contingent default feature that the Company has determined to be nominal and is not applicable unless an event of default occurs. The Company received net proceeds of $105,000 after deductions of $15,000 for original issue discount.

Agile Capital Financing Transaction

On July 3, 2025, the Company entered into a business loan and security agreement with Agile Capital Funding, LLC (“Agile Funding”) pursuant to which it issued a promissory note to Agile Funding in the principal amount of $368,000. The note is subject to a one-time interest charge of $162,000 and is payable in 28 weekly installments of $19,000 commencing on July 14, 2025. The Company received net proceeds of $350,000 after deductions of $18,000 for administrative agent fees.

Streeterville Capital Securities Purchase Agreement

On August 21, 2025, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Streeterville Capital, LLC (“Streeterville”), providing for the issuance and sale of shares of the Company’s common stock in one or more secured prepaid purchases (the “Pre-Paid Purchases”) for aggregate gross proceeds of up to $20,000,000. In connection with the Securities Purchase Agreement, the Company issued 95,694 shares of common stock as a commitment fee to Streeterville.

The initial Pre-Paid Purchase was $4,390,000, reduced by an original issue discount of $360,000 and transaction expenses of $465,000, resulting in net proceeds of $3,565,000.

The initial Pre-Paid Purchase balance accrues interest at 9% per annum, matures three years from issuance, and is secured by all assets of the Company and guaranteed by its subsidiaries. The Securities Purchase Agreement provides for additional Pre-Paid Purchases over a two-year period, subject to certain conditions, with each purchase having a 9% original issue discount and accruing interest at 9% per annum.

Streeterville has the right, but not the obligation, to convert the outstanding balances of Pre-Paid Purchases into shares of common stock at a price equal to 90% of the lowest daily volume weighted average price during the ten trading days preceding notice, but not less than a stated floor price, and cannot beneficially own greater than 9.99% of the Company’s outstanding shares of common stock at any given time. Unless and until the Company obtains the requisite stockholder approval as required by Nasdaq Listing Rule 5635(d), the total cumulative number of shares of common stock that may be issued to Streeterville under all Pre-Paid Purchases cannot exceed the numerical threshold required by that rule.

The Company may at any time prepay all or any portion of the outstanding balance of a Pre-Paid Purchase. In the event the Company elects to do so, the Company must pay Streeterville an amount equal to 110% multiplied by the portion of the outstanding balance the Company has elected to prepay. If an event of default occurs, the outstanding balance becomes immediately due and payable, increases by 7.5%, and accrues interest at a rate of 18% per annum (or the maximum rate permitted by law).

As of September 30, 2025, the outstanding balance of the Pre-Paid Purchases was $4,390,000. This amount was presented in the condensed consolidated balance sheets net of the unamortized deferred debt issuance costs of $360,000 and transaction expenses of $465,000. Although the initial Pre-Paid Purchase matures three years from its effective date, the entire outstanding balance has been classified as a current liability on the Company’s condensed consolidated balance sheet as of September 30, 2025. Under the terms of the initial Pre-Paid Purchase, Streeterville may, in its sole discretion, deliver purchase notices to the Company at any time to require the Company to issue shares of common stock to Streeterville equal in value to the outstanding balance of the initial Pre-Paid Purchase. Streeterville can then sell such shares, the proceeds of which are applied to the outstanding balance of the initial Pre-Paid Purchase. The Company does not have an unconditional right to defer such settlement beyond twelve months from the balance sheet date. Accordingly, the Company determined that current liability classification was appropriate.

The 95,694 shares of common stock issued for the commitment fee were valued at $2.00 per share, which was the closing price of the Company’s common stock on the measurement date, for aggregate consideration of $191,000. Interest expense related to the Pre-Paid Purchases was $34,000 for both the three and nine months ended September 30, 2025.

The debt issuance costs and commitment fee incurred under the Securities Purchase Agreement are being amortized using the effective rate method. Amortization, which is included in interest expense, was $29,000 for the three and nine months ended September 30, 2025.

Common Stock Issued for Services

During the nine months ended September 30, 2025, the Company issued an aggregate of 31,513 shares of its common stock to a vendor as consideration for services rendered. The shares were issued in a non-cash transaction and were valued at $2.38 per share, the closing price of the Company’s common stock on the measurement date, resulting in a total fair value of $75,000. The total fair value was recorded as general and administrative expenses in the accompanying condensed consolidated statement of operation for the period then ended.