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Notes Payable | 9 Months Ended
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Sep. 30, 2025
Debt Disclosure [Abstract] |
Notes Payable | 12. Notes Payable Line of Credit On September 22, 2023, the Company entered into the Standby Equity Purchase Agreement (“SEPA”) with YA II PN, LTD, a Cayman Islands exempt limited partnership (“Yorkville”) pursuant to which the Company had the right to sell to Yorkville up to $25 million of its shares of common stock, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA. Sales of the shares of common stock to Yorkville under the SEPA, and the timing of any such sales, were at the Company’s option. The SEPA was terminated in June 2025. In connection with the SEPA, and subject to the condition set forth therein, Yorkville agreed to advance to the Company in the form of convertible promissory notes (the “Convertible Notes”) an aggregate principal amount of $4.0 million (the “Pre-Paid Advance”). The Pre-Paid Advance was disbursed on September 22, 2023 in the principal amount of $3.0 million and the balance of $1.0 million on October 30, 2023. The purchase price for the Pre-Paid Advance was 94.0% of the principal amount of the Pre-Paid Advance. Interest was accrued on the outstanding balance of any Pre-Paid Advance at an annual rate equal to 6.0%, subject to an increase to 18% upon an event of default as described in the Convertible Notes. The maturity date is 12-months after the initial closing of the Pre-Paid Advance. The Notes were paid in full in 2024. Convertible Notes During 2024 and early 2025, the Company issued several secured and senior original-issue-discount convertible notes to multiple institutional investors. These instruments were structured with principal amounts in excess of cash proceeds received due to the embedded original issue discount and, in certain cases, were secured by assets of a subsidiary. The notes provided investors with the option to convert outstanding principal (and, when applicable, accrued interest) into shares of common stock at contractually defined conversion prices, subject to customary adjustment mechanisms. The agreements also included typical covenants, events of default, and other investor protection features frequently found in structured convertible financing arrangements. Note Amendments As of June 30, 2025, an amendment was executed with the holder of the secured promissory note originally issued on October 22, 2024, which had an original principal balance of $1.4 million. Under the June amendment, the outstanding principal was increased to $2.1 million, and several key terms were revised. Key changes included (i) extending the maturity date to December 31, 2025, (ii) updating the conversion provisions to permit conversion at any time after the original issue date, subject to ownership limitations, (iii) modifying the conversion price to equal the price per share paid in the subsequent financing, and (iv) adding mandatory repayment provisions, including the application of proceeds from capital raises and scheduled monthly principal payments. The amended instrument was evaluated under ASC 470-50, Debt Modifications and Extinguishments, and the changes were determined to be substantially different from the original terms. Accordingly, the amendment was accounted for as a debt extinguishment, and the original note was derecognized and replaced with a new instrument measured at its fair value as of the amendment date. Unamortized original-issue discount and issuance costs associated with the extinguished note were removed, and the newly issued instrument will be amortized over its revised term ending December 31, 2025. As of September 30, 2025, the Company entered into several waiver and amendment agreements with certain convertible note holders (the “Waivers”). The Waivers permitted the Company to complete a short-term financing transaction to address liquidity needs and amended the conversion and repayment terms of previously issued secured convertible notes. Key changes included (i) an extension in maturity date of the related note to December 31, 2025, (ii) an increase in the percentage of future capital-raise proceeds required to be applied to debt repayment, and (iii) termination or modification of existing lock-up provisions. (iv) and and added prepayment provisions tied to proceeds from that offering and future capital raises. The Company evaluated the amended instruments under ASC 470-50, Debt Modifications and Extinguishments, and concluded that the changes did not result in substantially different terms. Accordingly, each amendment was accounted for as a modification of existing debt rather than an extinguishment. No gain or loss was recognized in connection with the amendments, and the effective interest rates were recalculated prospectively based on the revised cash-flow terms. The carrying amounts of the notes continue to include unamortized original-issue discount and issuance costs, which will be amortized through the new maturity date of December 31, 2025. As of September 30, 2025, all amended instruments remained outstanding and continued to accrue interest and amortization in accordance with the updated terms. Factoring agreement As of September 30, 2025, $3.3 million of the Company’s total $11.6 million in notes payable relates to a factoring arrangement accounted for as a secured borrowing. Under the arrangement, accounts receivables with a carrying value of $3.9 million were pledged as collateral. The Company remains exposed to credit risk on the pledged receivables. Notes Payable The Company repaid a total amount of $2.4 million and $2.0 million during the three months ended September 30, 2025 and 2024, respectively, and $8.4 million and $8.3 million during the nine months ended September 30, 2025 and 2024, respectively, of the notes payable. The Company entered into new loans in the amount of $12.1 million and $4.1 million for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, the Company had an aggregate amount of $11.6 million in notes payable, net. The notes had interest rates ranges between 3.75% - 46.00% per annum, due on various dates through December 2025. As of September 30, 2025, the Company has outstanding short-term secured debt in the form of notes payable totaling $2.2 million, which is included in the $11.6 million in notes payable, net. The effective interest rate on the short-term secured debt ranges between 34.59% - 46.00%. The maturities of notes payable as of September 30, 2025, are as follows:
| Principal Amount
| $’000
10/1/25-9/30/26 | 12,153 |
10/1/26-9/30/27 | 47 |
10/1/27-9/31/28 | — |
Thereafter | — |
Total maturities | 12,200 |
Less discount | (613) |
Notes payable, net | 11,587 |

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