Item 1. Financial Statements
Item
1. Financial Statements
OUR
BOND INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
(U.S.
dollars in thousands, except per share and share amounts)
(Unaudited)
March 31,
December 31,
2026
2025
ASSETS
Current assets:
Cash and cash equivalents
$ 3,758
$ 599
Accounts receivable
1,704
1,592
Prepaid expenses and other current assets
342
224
Total current assets
5,804
2,415
Property and equipment, net
89
86
Total assets
$ 5,893
$ 2,501
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable
$ 3,196
$ 2,588
Promissory Note
2,500
—
Deferred revenue, current
343
565
Related party loan
212
765
Current portion of long-term debt
1,555
1,555
Accrued and other current liabilities
2,443
2,645
Total current liabilities
10,249
8,118
Long-term debt, net of current portion
5,882
5,657
Total liabilities
16,131
13,775
Commitments and contingencies (Note 11)
-
Mezzanine Equity
Convertible Preferred Stock, $ 0.0001 par value; 879,122 shares and 1,561,892 shares authorized, at March 31, 2026 and December 31, 2025, respectively, 577,951 and 1,237,717 shares issued and outstanding as of March 31, 2025 and December 31, 2025, respectively
4,735
11,389
Stockholders’ deficit
Series preferred stock, $ 0.0001 par value; 149,120,878 shares and 148,438,108 shares authorized, at March 31, 2026 and December 31, 2025, respectively, 14,829,942 and 17,494,820 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively
2
2
Common stock, $ 0.0001 par value; 250,000,000 and 250,000,000 shares authorized at March 31, 2026 and December 31, 2025, respectively; 21,074,608 and 13,896,400 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively
2
1
Additional paid in capital
131,196
116,556
Accumulated other comprehensive income
( 97 )
( 70
Accumulated deficit
( 146,076 )
( 139,152
Total stockholders’ deficit
( 14,973 )
( 22,663
Total liabilities, redeemable convertible preferred stock, and stockholders’ deficit
$ 5,893
$ 2,501
The
accompanying footnotes are an integral part of these condensed consolidated financial statements.
1
OUR
BOND INC.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(U.S.
dollars in thousands, except per share and share amounts)
(Unaudited)
March 31, 2026
March 31, 2025
Three Months Ended
December 31,
March 31, 2026
March 31, 2025
Revenue
$ 2,347
$ 2,249
Cost of revenues
2,300
2,176
Gross profit
47
73
Operating expenses
Research and development
691
555
General and administrative
2,441
1,026
Sales and marketing
3,290
277
Total operating expenses
6,422
1,858
Loss from operations
( 6,375 )
( 1,785 )
Other income (expense), net:
Financial expense, net
( 292 )
( 377 )
Income before income taxes
( 6,667 )
( 2,162 )
Income tax expense
36
—
Net loss
$ ( 6,703 )
$ ( 2,162 )
Net loss per share – basic and diluted
$ ( 0.41 )
$ ( 0.73 )
Weighted average number of common shares outstanding – basic and diluted
16,989
2,964
The
accompanying footnotes are an integral part of these condensed consolidated financial statements.
2
OUR
BOND INC.
CONDENSED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(U.S.
dollars in thousands)
(Unaudited)
March 31, 2026
March 31, 2025
Three Months Ended
March 31, 2026
March 31, 2025
Net loss
$ ( 6,703 )
$ ( 2,162 )
Foreign currency translation adjustments, net of tax
( 27 )
( 17 )
Comprehensive loss
$ ( 6,730 )
$ ( 2,179 )
The
accompanying footnotes are an integral part of these condensed consolidated financial statements.
3
OUR
BOND INC.
CONDENSED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR
THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(U.S.
dollars in thousands, except share amounts)
(Unaudited)
(U.S. dollars in thousands)
Shares
Amount
Shares
Amount
Capital
Income (Loss)
Deficit
Deficit
Shares
Amount
Stockholders’ Deficit
Mezzanine Equity
Series Preferred
Stock
Common Stock
Voting
Additional
Paid-in
Accumulated Other
Comprehensive
Accumulated
Total
Stockholders’
Series
Preferred
Stock
(U.S. dollars in thousands)
Shares
Amount
Shares
Amount
Capital
Income (Loss)
Deficit
Deficit
Shares
Amount
Balance as of January 1, 2026
17,494,820
$ 2
13,896,400
$ 1
$ 116,556
$ ( 70 )
$ ( 139,152 )
$ ( 22,663 )
1,237,717
11,389
Stock based compensation related to options granted to employees and non-employees
—
—
—
—
203
—
—
203
—
—
Exercise of options and vesting of early exercise
—
—
96
* —
—
—
—
* —
—
—
Issuance of common shares for service
—
—
161,963
* —
2,035
—
—
2,035
—
—
Issuance
of common shares related to direct listing
—
—
418,219
*—
*—
—
—
*—
—
—
Exercise of Common Warrants to Common Stock
—
—
4,479
* —
20
—
—
20
—
—
Issuance of Series D convertible preferred stock- net of issuance costs
—
—
—
—
—
—
—
—
324,175
2,679
Conversion of Series E Preferred Stock into Common Stock
—
—
1,477,857
1
6,828
—
—
6,829
( 682,770 )
( 6,828 )
Exercise of Series D Common Warrants into Common Stock - net of issuance costs
—
—
8,098
* —
93
—
—
93
—
—
Conversion of Series D Convertible Preferred Stock into Common Stock
—
—
19,433
* —
196
—
—
196
( 24,000 )
( 196 )
Exercise of Series C Common Warrants into Common Stock - net of issuance costs
—
—
1,033,335
* —
3,121
—
—
3,121
—
—
Conversion of Series C Convertible Preferred Stock into Common Stock
—
—
1,367,742
* —
2,309
—
—
2,309
( 277,171 )
( 2,309 )
Conversion of B-2 Preferred Stock into Common Stock
( 607,775 )
* —
607,775
* —
—
—
—
* —
—
—
Conversion of B-3 Preferred Stock into Common Stock
( 2,057,103 )
* —
2,057,102
* —
—
—
—
* —
—
—
Common Stock Dividend
—
—
22,109
* —
85
—
( 85 )
* —
—
—
Direct Listing Costs
—
—
—
—
( 250 )
—
—
( 250 )
—
—
Cash Dividend
—
—
—
—
—
—
( 136 )
( 136 )
—
—
Foreign currency translation adjustments, net of tax
—
—
—
—
—
( 27 )
—
( 27 )
—
—
Net loss
—
—
—
—
—
—
( 6,703 )
( 6,703 )
—
—
Balance as of March 31, 2026
14,829,942
$ 2
21,074,608
$ 2
$ 131,196
$ ( 97 )
$ ( 146,076 )
$ ( 14,973 )
577,951
4,735
Balance as of January 1, 2025
26,560,266
$ 3
2,963,695
$ 1
$ 111,509
$ 44
$ ( 128,070 )
$ ( 16,513 )
—
—
Balance
26,560,266
$ 3
2,963,695
$ 1
$ 111,509
$ 44
$ ( 128,070 )
$ ( 16,513 )
—
—
Stock based compensation related to options granted to employees and non-employees
—
—
—
—
82
—
—
82
—
—
Exercise of options and vesting of early exercise
—
—
609
* —
* —
—
—
* —
—
Issuance of Series CF preferred stock
1,033,601
* —
—
—
2,476
—
—
2,476
—
—
Foreign currency translation adjustments, net of tax
—
—
—
—
—
( 17 )
—
( 17 )
—
—
Net income
—
—
—
—
—
—
( 2,162 )
( 2,162 )
—
—
Net income (loss)
—
—
—
—
—
—
( 2,162 )
( 2,162 )
—
—
Balance as of March 31, 2025
27,593,867
$ 3
2,964,304
$ 1
$ 114,067
$ 27
$ ( 130,232 )
$ ( 16,134 )
—
—
Balance
27,593,867
$ 3
2,964,304
$ 1
$ 114,067
$ 27
$ ( 130,232 )
$ ( 16,134 )
—
—
*
)Represents
less than $1
The
accompanying footnotes are an integral part of these condensed consolidated financial statements.
4
OUR
BOND INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S.
dollars in thousands)
(Unaudited)
March 31, 2026
March 31, 2025
Three Months Ended
March 31, 2026
March 31, 2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss
$ ( 6,703 )
$ ( 2,162 )
Adjustments to reconcile net income (loss) to net cash flows used in operating activities:
Stock-based compensation
203
82
Depreciation
10
12
Common stock issued for legal and other services
2,035
—
Interest related to Convertible Promissory Notes and Loan Facility
226
368
Changes in operating assets and liabilities:
Accounts receivable
( 112 )
850
Prepaid expenses and other current assets
( 119 )
( 29 )
Accounts payable
607
( 356 )
Deferred revenue
( 219 )
12
Accrued and other current liabilities
( 338 )
( 193 )
Net cash flows used in operating activities
( 4,410 )
( 1,416 )
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases and sell of property and equipment
( 11 )
—
Net cash flows used in by investing activities
( 11 )
—
CASH FLOWS FROM FINANCING ACTIVITIES
Payments as part of related party loans
( 555 )
( 350 )
Issuance of Series CF-1 Preferred Stock
—
2,535
Issuance of Series CF-1 Preferred Stock fundraising fees
—
( 58 )
Issuance of Series D convertible preferred stock
2,950
—
Issuance of Series D convertible preferred stock - issuance costs
( 271 )
—
Issuance of Promissory Note
3,000
—
Payment
of Promissory Note
( 500 )
Exercise of Series C Common Warrants
3,356
—
Exercise of Series C Common Warrants - issuance costs
( 235 )
Exercise of Series D Common Warrants
100
—
Exercise of Series D Common Warrants - issuance costs
( 7 )
—
Exercise
of Common Stock Warrants
19
—
Direct
Listing Costs
( 250 )
—
Net cash flows provided by financing activities
7,607
2,127
Effect of exchange rate on cash
( 27 )
( 17 )
Change in cash, cash equivalents and restricted cash
3,159
694
Cash, cash equivalents, and restricted cash beginning of period
599
726
Cash, cash equivalents, and restricted cash end of period
$ 3,758
$ 1,420
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for income taxes, net
$ 37
$ 28
SUPPLEMENTAL DISCLOSURES OF NON-CASH FLOW INFORMATION:
Common Stock Dividend
$ 85
—
Accounts
payable associated with equity financing and unpaid dividends
$
658
—
Common
stock issued in connection with a direct listing
$
13,801
—
Conversion of Preferred Stock into Common Stock
$ 9,333
The
accompanying footnotes are an integral part of these condensed consolidated financial statements.
5
OUR
BOND INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted
in the United States of America, or U.S. GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10
of Securities and Exchange Commission, or SEC, Regulation S-X.
The
December 31, 2025 consolidated balance sheet was derived from our audited consolidated financial statements included in our Annual Report
on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC, but does not include all disclosures required by U.S.
GAAP for annual financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments
considered necessary for a fair presentation of results of operations and financial position, have been included. The results for the
interim periods presented are not necessarily indicative of the results expected for any future period. The following information should
be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K
for the fiscal year ended December 31, 2025.
The
accompanying financial statements have been prepared on a going concern basis. However, the Company has incurred recurring losses and
negative operating cash flows, and its current liabilities exceed its current assets as of March 31, 2026. These conditions raise substantial
doubt about the Company’s ability to continue as a going concern.
Management
is pursuing several strategies to mitigate these conditions, including capital raising, and believes that these actions will provide
the necessary liquidity for at least the next twelve months. Nevertheless, there can be no assurance that such plans will be successfully
implemented or yield the intended financial benefits.
Accordingly,
there is a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern, and therefore
it may be unable to realize its assets and discharge its liabilities in the normal course of business. The financial statements do not
include any adjustments that may be necessary if the Company is unable to continue as a going concern.
Significant
Accounting Policies
There
have been no material changes to the Company’s significant accounting policies disclosed in Note 4 - Significant Accounting Policies,
to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2025.
Use
of Estimates
The
preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during the reporting period.
On
an on-going basis, we evaluate our estimates, including those related to accounts receivable, cash equivalents and marketable securities,
income taxes, litigation, non-marketable equity securities, other contingencies, property, plant, and equipment, revenue recognition,
and stock-based compensation. The Company bases its estimates on historical experience, known trends, and other market-specific or other
relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when
there are changes in circumstances, facts, and experience. Changes in estimates are recorded prospectively in the period in which they
become known. Actual results could significantly differ from those estimates.
Recently
Issued Accounting Pronouncements
Recent
Accounting Pronouncements Not Yet Adopted
In
December 2023, the FASB issued ASU No. 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”).
ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information
on income taxes paid. The ASU is effective for public business entities for annual periods beginning after December 15, 2024. For all
other entities, the standard is effective for annual periods beginning after December 15, 2025. Early adoption is permitted. The Company
is currently evaluating the impact of this ASU on its consolidated financial statements.
6
In
November 2024, the FASB issued ASU No. 2024-03 Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic
220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) a new accounting standard requiring disclosures of certain
additional expense information on an annual and interim basis, including, among other items, the amounts of purchases of inventory, employee
compensation, depreciation and intangible asset amortization included within each income statement expense caption, as applicable. We
expect to adopt this standard in our fiscal year 2027 annual report. We do not expect the adoption of this standard to have a material
impact on our Consolidated Financial Statements other than additional disclosures.
Note
2 – Revenue
Disaggregation
of Revenue
The
Company recognizes revenue classified in services and other either at a point in time or over time. Revenue by point in time and over
time was as follows (in thousands):
Schedule
of Disaggregation of Revenue
March 31, 2026
March 31, 2025
Three Months Ended
March 31, 2026
March 31, 2025
SaaS revenue recognized over time
$ 363
$ 330
Services and other revenue recognized point in time
1,984
1,919
Total revenue
$ 2,347
$ 2,249
The
deferred revenue balance represents payments received for performance obligations not yet satisfied. The following table shows the changes
in deferred revenue during the three months ended March 31, 2026, and 2025 respectively (in thousands):
Schedule
of Deferred Revenue
March 31, 2026
March 31, 2025
Three Months Ended
March 31, 2026
March 31, 2025
Balance at beginning of period
$ 562
$ 776
Deferred revenue additions during period
223
262
Revenue recognized during period
( 442 )
( 271 )
Balance at end of period
$ 343
$ 767
Revenue
recognized during the three months ended March 31, 2026 that was included in deferred revenue as of December 31, 2025 was $ 299 . Revenue
recognized during the three months ended March 31, 2025 that was included in deferred revenue as of December 31, 2024 was $ 260 .
Revenue
allocated to remaining performance obligations that are unsatisfied (or partially unsatisfied), which includes deferred revenue and amounts
that will be invoiced and recognized as revenue in future periods, will be recognized within one year or less.
Note
3 – Segment and Geographical Information
The
Company’s security solutions are substantially similar in nature and as a result the Company operates as one operating and reportable
segment. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated
by the chief operating decision maker (“CODM”), which is the Company’s Chief Executive Officer, in deciding how to
allocate resources and assess performance. The Company’s CODM evaluates the financial information presented on a consolidated basis
for the purposes of making operating decisions, assessing financial performance and allocating resources. The CODM evaluates performance
based on income (loss) from operations, which is calculated as revenues less cost of sales and operating expenses. This measure excludes
interest income (expense), other income (expense) and income taxes. The CODM reviews income (loss) from operations on a monthly basis
to assess the Company’s ability to generate earnings from its core activities and to monitor operating efficiency. This analysis
includes comparisons of current results to budgeted amounts, prior periods and internal forecasts. Based on these evaluations, the CODM
determines whether to adjust operating plans, modify pricing strategies, implement cost-control initiatives or adjust resource levels
in specific functional areas. In addition, the CODM uses income (loss) from operations to make decisions about the allocation of resources,
including approving capital expenditures, prioritizing research and development initiatives, adjusting headcount in specific departments
and determining marketing spend. The CODM also considers this measure when evaluating the performance of the management team and establishing
annual incentive compensation targets. Income/loss from operations is the Company’s primary measure of profit or loss, and all
costs and expenses categories on the Company’s consolidated statement of operations, as well as stock-based compensation, depreciation
and amortization expenses, are significant. Refer to Note 9 for additional information about the Company’s stock-based compensation
expense.
7
Revenue
by geographic area is designated based upon the billing location of the customer as follows (in thousands):
Schedule of Revenue by Geographic Area
March 31, 2026
March 31, 2025
Three Months Ended
March 31, 2026
March 31, 2025
United States
$ 2,338
$ 2,238
Isreal
9
11
Total revenue
$ 2,347
$ 2,249
Property
and equipment by geographic areas was as follows (in thousands):
Schedule
of Property
and Equipment by Geographic Area
March 31,
December 31,
2026
2025
United States
$ 15
$ 18
Israel
70
68
France
4
—
Total property and equipment
$ 89
$ 86
Note
4 – Earnings Per Share
Basic
net loss per share is computed by dividing reported net loss by the weighted-average number of common shares outstanding for the reported
period. In computing diluted earnings per share, common share equivalents are not considered in periods in which a net loss is reported,
as the inclusion of the common share equivalents would be antidilutive. Since the Company was in a net loss for all periods presented
in these consolidated financial statements, diluted net loss per share was the same as basic net loss per share.
Schedule
of Earnings Per Share Basic and Diluted
March 31, 2026
March 31, 2025
Three Months Ended
March 31, 2026
March 31, 2025
Numerator:
(in thousands, except per share data)
Net loss attributable to common stockholders
$ ( 6,703 )
$ ( 2,162 )
Less: preferred dividends
( 221 )
—
Net loss attributable to common shareholders
( 6,924 )
( 2,162 )
Denominator:
Weighted-average common shares outstanding
16,989
2,964
Net loss per common share
$ ( 0.41 )
$ ( 0.73 )
The
following potential common share equivalents were excluded from the calculation of diluted net income per share because their effect
would have been anti-dilutive in the period presented (in thousands):
Schedule
of Antidilutive Securities Earnings Per Share
March 31,
December 31,
2026
2025
Convertible preferred stock
15,514
20,782
Common Stock Warrants
25,376
26,421
Preferred Stock Warrants
247
247
Stock options
14,903
7,337
Total potential common stock excluded from net loss per share
56,040
54,787
8
Note
5 – Balance Sheet Detail
Prepaid
expenses and other current assets consisted of the following (in thousands):
Schedule
of Prepaid Expenses and Other Current Assets
March 31,
December 31,
2026
2025
Prepaid expenses
$ 131
$ 37
Other current assets
211
187
Total prepaid expenses and other current assets
$ 342
$ 224
Property
and equipment, net consisted of the following (in thousands):
Schedule
of Property and Equipment, Net
March 31,
December 31,
2026
2025
Computers and peripheral equipment
$ 423
$ 411
Office furniture and equipment
46
46
Electronic equipment
290
290
Leasehold improvements
18
18
Property plant and equipment gross
777
765
Less: accumulated depreciation
( 688 )
( 679 )
Total property and equipment, net
$ 89
$ 86
Depreciation
expenses for the three months ended March 31, 2026 and 2025 amounted to $ 10 and $ 12 , respectively.
Accrued
and other current liabilities was composed of the following (in thousands):
Schedule
of Accrued and Other Current Liabilities
March 31,
December 31,
2026
2025
Employee and related accruals
$ 693
$ 822
Accrued expenses
1,528
1,686
Dividends payable
195
61
Other
27
76
Total accrued and other current liabilities
$ 2,443
$ 2,645
Note
6 – Loan and Promissory Note
In
June 2019 the Company entered into Loan and Security agreement (the “Loan Facility”) in the amount of $ 9,999 . The principal
amount outstanding under each Advance shall accrue at the following rate per annum rate equal to the greater of six and one-half percentage
points ( 6.50 %) above the Prime Rate of 12.00 %, which interest shall be payable monthly. Immediately upon the occurrence and during the
continuance of an event of default as defined in the contract, the Obligations shall bear interest at a rate per annum which is four
percentage points ( 4.0 %) above the rate that is otherwise applicable thereto. Additionality, concurrently with the grant of the loan,
the Company issued warrants to 1,872,993 shares of preference Series A, per value 0.0001 $ per share, and exercise price of 0.2803 $ per
share. The Warrants expiration date was settled as the earlier of (1) the date that is ten (10) years after the original Issue Date,
(2) the Initial Public Offering and (3) a Liquid Acquisition .
Between
2021 and 2024, the Loan Facility was amended multiple times to defer and restructure principal and interest payments and extend the applicable
forbearance period through the earlier of December 31, 2025 or the closing of a qualifying equity financing.
In
November 2023, a total of $ 3,152 from the loan were converted into 6,466,194 Series B-1 Preferred Stock of $ 0.0001 par value as part
of Series B Preferred Stock Purchase Agreement. Additionally, the warrants mentioned above were cancelled and replaced by a new 741,435
Series B-1 warrant, per value 0.0001 $ per share, and exercise price of 0.4875 $ per share. The Series B-1 Warrants shall be convertible,
at the option of the holder, at any time after the date on which such warrant was issued by the Company, into such number of fully paid
and non-assessable Common Stock as is determined by dividing the value of the warrant.
9
On
August 6, 2025, the Company entered into a Securities Purchase and Conversion Agreement. Pursuant to the Agreement, the Company converted
50 % of its outstanding loan obligations, totaling approximately $ 6.8 million, into 682,770 shares of its Series E Convertible Preferred
Stock (“Series E Preferred”), stated value $ 10.00 per share. As the fair value of the Series E Preferred Stock issued approximated
the carrying value of the debt extinguished, no gain or loss was recognized. The Series E Preferred is convertible into shares of the
Company’s common stock and accrues dividends on the stated value thereof at the same rate as the original loan. Dividends are payable,
at the Company’s election, in cash or shares of common stock. The initial conversion price for the Series E Preferred is $ 4.62
per share. Upon the holder of the Company’s Series C Preferred Stock receiving a return of capital in the minimum amount of $ 8,000,000 ,
the conversion price for the Series E Preferred will adjust to $ 3.75 per share. Concurrently with the Securities Purchase and Conversion
Agreement, the Company entered into a Waiver and Twenty-seventh Amendment to Loan and Security Agreement (the “Amendment”)
with the holder of its senior secured debt. Under the Amendment, the remaining approximately $ 6.8 million in loan obligations are subject
to a modified repayment schedule. Upon the earlier of: (i) the Company closing one or more equity financings yielding an aggregate amount
of net cash proceeds of at least $20,000,000; or (ii) June 30, 2026, the Company shall make twenty-four (24) consecutive equal monthly
installments of principal and interest based on a thirty-six (36) month amortization period, with the balance of the obligation due and
payable on the 25th month .
The
total interest expenses and accrued interest for the three months ended March 31, 2026 were $ 226 and $ 610 , respectively, and as for three
months ended March 31, 2025, were $ 350 and $ 3,158 , respectively. Any unpaid interest was accrued as part of the loan.
On
March 1, 2026, the Company issued a Promissory Note in the principal amount of $ 2,500,000 . The Promissory Note bears interest at a rate
of 10 % per annum and matures on September 1, 2026 . The Company is required to apply 25% of the net proceeds from any future offerings
or issuances of the Company’s securities toward repayment of the Promissory Note until it is paid in full. In the event of default,
the Promissory Note will bear interest at a rate of 24% per annum, and any late payments will be subject to a late fee equal to 10% of
the overdue amount .
The
total interest expenses and accrued interest for the three months ended March 31, 2026 were $ 21 and $ 0 , respectively.
Note
7 – Related Party
Since
the company’s establishment, the company’s founder and CEO has also been the largest investor who participated - either directly
or through entities under his control - in all funding rounds in a total amount of approximately $ 44.67 million.
In
2023, the Company entered into Unsecured Convertible Revolving Promissory Note (the “Note”) with its main shareholder in
the amount of up to $ 3,000 . At any time, the Noteholder may, in its sole discretion, lend to the Company from time to time until the
first-year anniversary of the Effective Date such amounts as may be requested by the Company in accordance with the terms and conditions
of this Note. The principal amount outstanding under this Note from time to time shall bear interest at a rate per annum equal to the
Applicable Federal Rate.
During
the three months ended March 31, 2026 and 2025, the Company repaid $ 555 and $ 350 , respectively, of the outstanding balance under the
Revolving Promissory Note. As of March 31, 2026 and December 31, 2025, the outstanding balance under the Revolving Promissory Note was
$ 212 and $ 765 , respectively.
The
total interest expenses recorded in the three months ended March 31, 2026 and 2025 were $ 2 and $ 18 , respectively.
Note
8 – Preferred Stock and Common Stock
Stock
reverse split
On
September 19, 2025, the Company effected a 1-for-3 reverse stock split (the “Reverse Stock Split”), pursuant to which every
three shares of the Company’s issued and outstanding common stock were combined into one share of common stock. The par value per
share of the common stock remained unchanged at $ 0.0001 . The total number of issued and outstanding shares of common stock was reduced
proportionately, and the number of issued preferred shares, warrants, and stock options were adjusted on the same basis. The Reverse
Stock Split did not affect the Company’s total stockholders’ deficit and the number of authorized shares remained unchanged.
All share amounts have been retroactively adjusted, as if the Reverse Stock Split had occurred at the beginning of all periods presented.
10
Composition
of stock capital
The
stock capital of the Company as of March 31, 2026 and December 31, 2025 is comprised of stock of $ 0.0001 par value each, as follows:
Schedule of Composition of
Stock Capital
Authorized
Issued and
outstanding
Authorized
Issued and
outstanding
March 31, 2026
December 31, 2025
Authorized
Issued and
outstanding
Authorized
Issued and
outstanding
Common stock
Common stock voting
200,000,000
21,074,608
200,000,000
10,315,901
Common stock non-voting
50,000,000
—
50,000,000
3,580,499
Total common stock
250,000,000
21,074,608
250,000,000
13,896,400
Preferred stock
Series B-1 preferred stock
25,356,256
8,204,944
25,356,256
8,204,944
Series B-2 preferred stock
27,463,149
1,520,962
27,463,149
2,128,737
Series B-3 preferred stock
21,453,390
5,094,036
21,453,390
7,151,139
Series CF-1 preferred stock
—
—
14,128,084
—
Series CF-2 preferred stock
—
—
2,900,000
—
Series F preferred stock
10,000
10,000
10,000
10,000
Non-designated preferred stock
74,838,083
—
57,127,229
—
Total preferred stock
149,120,878
14,829,942
148,438,108
17,494,820
Common
Stock
Common
Stock confer upon their holders the right, among others, to participate and vote in the Company’s stockholders meeting, participation
in the Company’s distributable earnings and participation in the distribution of the Company’s assets upon its liquidation.
The stockholders’ liability is limited to the redemption of the par value of their stock.
Preferred
Stock
Preferred
stock has been designated into several classes, consisting of Series B-1 Preferred Stock, Series B-2 Preferred Stock, Series B-3 Preferred
Stock, Series CF-1 Preferred Stock, Series CF-2 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred
Stock and Series F Preferred Stock.
The
Series C Preferred Stock and the Series D Preferred Stock are not mandatorily redeemable; however, they are contingently redeemable upon
the occurrence of certain events that are not solely within the control of the Company. Accordingly, they are classified as temporary
equity (mezzanine equity) in the Company’s consolidated balance sheets.
All
issued and outstanding shares of the Series CF-1 Preferred Stock, Series CF-2 Preferred Stock and Series E Preferred Stock were converted
into shares of the Company’s common stock. As a result, no shares of such series remained issued or outstanding as of March 31,
2026, and the Company withdrew the related Certificates of Designation.
Series
B-1, B-2, and B-3 Preferred Stock
Voting
rights:
The
holders of Series B Preferred Stock are entitled to one vote for each share of Common stock on an as-converted basis and shall vote together,
along with holders of other Preferred Stock entitled to vote thereon with the holders of Common Stock as a single class. The holders
of the Series B Preferred stock shall be entitled to vote on all matters on which holders of Common stock are entitled to vote.
Conversion:
Each
share of Series B Preferred Stock shall be convertible, at the option of the holder, at any time after the date on which such stock was
issued by the Company, into such number of fully paid and non-assessable Common Stock as is determined by dividing the applicable original
issuance price by the applicable conversion price in effect at the time of conversion. Each share of Series B Preferred Stock shall automatically
be converted into Common Stock immediately upon the earlier of (i) the closing of a Qualified IPO (as such term is defined in the applicable
certificate of designation), as such or (ii) written consent or agreement of the majority of the outstanding shares of Preferred Stock
voting together on an as-converted to Common Stock basis that are entitled to vote on such matter. In the event that the Company issues
any new securities, for a consideration per share lower than the applicable conversion price of the applicable Series B Preferred Stock,
the applicable conversion price for the applicable Series B Preferred Stock shall be readjusted to reflect the lower consideration paid
for the applicable Series B Preferred Stock as set forth in the applicable certificate of designation.
11
Liquidation
preference:
The
Company’s Series B Preferred Stock is entitled to a non-participating liquidation preference. In the event of any liquidation,
dissolution or winding up of the Company, assets or proceeds shall be distributed as follows: (i) the holders of Series B-1 Preferred
Stock and Series B-2 Preferred Stock (along with holders of Series CF Preferred Stock on a pari passu basis) shall be paid before any
payment is paid to the remaining stockholders (other than holders of Series C Preferred Stock), of an amount per share equal to two (2)
times their original issue price and any unpaid dividend and subsequently (ii) the holders of Series B-3 Preferred Stock shall be paid
before any payment is paid to holders of Common Stock and Series F Preferred Stock, of an amount per share equal to two (2) times their
original issue price and any unpaid dividend.
Series
C Preferred Stock
Voting
rights:
The
holders of Series C Preferred Stock shall have no voting rights, except as required by law and as expressly provided in the certificate
of designation .
Conversion:
Shares
of Series C Preferred Stock have a stated value of $ 10.00 per shares and are convertible to the common stock at a price of $ 2.0265 per
share of common stock. Conversions of Series C Preferred Stock are limited such that no conversion will be allowed to the extent that,
immediately following the conversion, the holder, its affiliates or any other person acting as a group, would beneficially own in excess
of 9.99% of the Company’s issued and outstanding common stock
Liquidation
preference:
The
holders of Series C Preferred Stock are entitled to a non-participating liquidation preference. In the event of any liquidation, dissolution
or winding up of the Company, assets or proceeds shall be distributed to the holders of Series C Preferred Stock first who shall be paid
before any payment is paid to the remaining stockholders, of an amount per share equal to the greater of (i) 200% of stated value (as
defined therein) or (ii) the amount the holder would receive if such holder converted such Series C Preferred Stock into Common Stock
immediately prior to the date of such payment.
Dividends:
Holders
of Series C Preferred Stock are entitled to dividends payable on the stated value thereof, commencing from on the issuance date, at an
annual rate of 8%, payable monthly in arrears on the stated value.
Series
D Preferred Stock
Voting
rights:
The
holders of Series D Preferred Stock shall have no voting rights, except as required by law and as expressly provided in the certificate
of designation .
Conversion:
Shares
of Series D Preferred Stock have a stated value of $ 10.00 per shares and are convertible to the common stock at a price of $ 12.35 per
share of common stock. Conversions of Series C Preferred Stock are limited such that no conversion will be allowed to the extent that,
immediately following the conversion, the holder, its affiliates or any other person acting as a group, would beneficially own in excess
of 9.99% of the Company’s issued and outstanding common stock. See also note 12.
Liquidation
preference:
The
holders of Series D Preferred Stock are entitled to a non-participating liquidation preference. In the event of any liquidation, dissolution
or winding up of the Company, assets or proceeds shall be distributed to the holders of Series D Preferred Stock first who shall be paid
before any payment is paid to the remaining stockholders, of an amount per share equal to the greater of (i) 200% of stated value (as
defined therein) or (ii) the amount the holder would receive if such holder converted such Series D Preferred Stock into Common Stock
immediately prior to the date of such payment.
12
Dividends:
Holders
of Series D Preferred Stock are entitled to dividends payable on the stated value thereof, commencing from on the issuance date, at an
annual rate of 8%, payable monthly in arrears on the stated value.
Series
F Preferred Stock
Voting
rights:
The
holders of Series F Preferred Stock are entitled to cast 40,000 votes for each one (1) share of Series F Preferred Stock and shall vote
together, along with holders of other Preferred Stock entitled to vote thereon, with the holders of Common Stock as a single class. The
holders of the Series F Preferred stock shall be entitled to vote on all matters on which holders of Common stock are entitled to vote .
Conversion:
Each
share of Series F Preferred Stock shall be convertible, at the option of the holder, at any time after the date on which such stock was
issued by the Company, into one (1) share of fully paid and non-assessable Common Stock.
Liquidation
preference:
The
Company’s Series F Preferred Stock are entitled to participate in any distribution out of the assets of the Company on an equal
basis per share with the holders of the Common Stock. For the purposes of such distribution, holders of Series F Preferred Stock shall
be treated as if all shares of Series F Preferred Stock had been converted to Common Stock immediately prior to the distribution.
Dividends
During
the three months ended March 31, 2026, the Company recorded total dividends of $ 136 . As of March 31, 2026, accrued dividends payable
were $ 197 .
Issuance
of Preferred Stock and Warrants
On
June 2025, the Company designated a new class of Series F Preferred Stock consisting of 10,000 authorized shares (the “Series F
Preferred Stock”). The Series F Preferred Stock were issued through the conversion of an equivalent number of shares of the Company’s
founder and CEO Common Stock on a pre–reverse stock split basis (was not affected by the subsequent reverse stock split) and is
entirely held by him. Each share of Series F Preferred Stock entitles the holder to cast 40,000 votes on all matters submitted to the
Company’s shareholders or acted upon by written consent. In addition, each three shares is convertible, at the option of the holder,
into one share of the Company’s Common Stock. The conversion of the founder and CEO’s Common Stock into Series F Preferred
Stock was accounted for as an equity reclassification, as it did not result in a change in control or economic ownership. Accordingly,
no gain or loss was recognized.
On
June 2025, the Company entered into a Series C Preferred Stock Purchase Agreement (the “Series C SPA”) with a new investor.
According to the Series C SPA, Company issued an aggregate of 329,671 shares of Series C Preferred Stock, par value $ 0.0001 per share,
together with warrants to purchase 4,000,000 shares of common stock, for an aggregate consideration of $ 3,000 . Series C Preferred Stock
features a stated value of $ 10.00 per share and is convertible to common stock at a price of $ 2.0265 per share. The warrants are exercisable
at a price of $ 3.2475 per share, with expiration dates as follows: 1,000,000 warrants have an expiration date of eight (8) months, 1,000,000
warrants have an expiration date of sixteen (16) months, and 2,000,000 warrants have an expiration date of two (2) years from the issuance
date . See also note 12.
On
July 2025, the Company entered into a listing agreement, under regulation Crowdfunding (also known as Reg CF), whereby the Company agrees
to sell securities to eligible investors through the funding portal through special purpose vehicle. On September 2025 the Company closed
the financing round, raising a total of $ 819 and issued 212,033 Series CF-2 Preferred Stock with par value of $ 0.0001 each, at a price
per stock of $ 2.1234 ; The total fundraising fees recorded were $ 56 .
13
On
August 6, 2025, the Company entered into a Securities Purchase and Conversion Agreement. Pursuant to the Agreement, the Company
converted 50 %
of its outstanding loan obligations, totaling approximately $ 6.8
million, into 682,770
shares of its Series E Convertible Preferred Stock (“Series E Preferred”), stated value $ 10.00
per share. The Series E Preferred is convertible into shares of the Company’s common stock and accrues dividends on the stated
value thereof at the same rate as the original loan. Dividends are payable, at the Company’s election, in cash or shares of
common stock. The initial conversion price for the Series E Preferred is $ 4.62
per share. During the three months ended March 31, 2026, the Company issued 22,109
shares of its common stock as stock dividends, and as of March 31, 2026, an aggregate of 121,457 shares of common
stock had been issued as stock dividends. See also note 6.
On
October 15, 2025, all outstanding shares of the Company’s Series CF-1 Preferred Stock and Series CF-2 Preferred Stock were converted
into shares of non-voting common stock. Subsequently, on February 2, 2026, all outstanding shares of non-voting common stock were converted
into shares of the Company’s voting common stock.
On
October 27, 2025, the Company entered into a Securities Purchase Agreement (the “SPA”) for the issuance and sale of a total
of 549,451 shares of Series D Preferred Stock and warrants to the purchase a total of 25,000,000 shares of common stock. At the initial
closing under the SPA on October 27, 2025, the Company issued 109,891 shares of Series D Preferred Stock for consideration of $ 1,000 ,
together with warrants to purchase a total of 25,000,000 shares of common stock exercisable at a price of $ 12.35 per share (the “Warrants”),
with expiration dates as follows: 16,000,000 warrants have an expiration date of nine (9) months, 3,000,000 warrants have an expiration
date of sixteen (16) months, and 6,000,000 warrants have an expiration date of two (2) years from the issuance date . The Warrants may
not be exercised on a cashless basis unless, upon the listing of the Company’s common stock on any recognized stock exchange pursuant
to an effective registration statement, there is no effective registration statement covering, or no current prospectus available for,
the free resale of the warrant exercise shares by the holder. On December 2025, the Company completed three additional closings under
the SPA for an aggregate consideration of $ 1,050 , pursuant to which the Company issued an additional 115,385 shares of Series D Preferred
Stock. On January 12, 2026, at a fifth closing under the SPA, the Company issued 93,407 additional shares of Series D Preferred Stock
for additional consideration of $ 850 . On January 30, 2026, at a sixth closing under the SPA, we issued 131,867 additional shares of Series
D Preferred Stock for consideration of $ 1,200 . On February 4, at a final closing under the SPA, the Company issued 98,902 additional
shares of Series D Preferred Stock for consideration of $ 900 . Total issuance costs related to the Series D Preferred Stock were $506.
See also note 12.
On
November 3, 2025, an aggregate of 7,025,651
shares of Series B-2 Preferred Stock were converted into common stock. On November 3, 2025, an aggregate of 7,025,651
shares of Series B-2 Preferred Stock were converted into common stock. In addition, on February 4, 2026, an additional 607,775
shares of Series B-2 Preferred Stock were converted into common stock. All such conversions were completed in accordance with the original terms of the applicable agreements, and accordingly,
no gain or loss was recognized upon conversion.
On
February 4, 2026, the Company issued 161,963
shares of common stock to certain service providers in exchange
for services rendered, for aggregate non-cash consideration of $ 2,035,000 ,
based on the market value of the common stock at the time of the agreement.
On
February 4, 2026, pursuant to the terms of an engagement agreement entered into in connection with the Company’s direct listing,
upon (i) the successful consummation of the direct listing and (ii) the closing of financings with aggregate gross proceeds of at least
$5.0 million, the Company issued 418,219 shares of common stock to certain designees, representing 0.5% of the Company’s outstanding
common stock on a fully diluted basis. The shares were issued as consideration for investment banking and advisory services and had an
aggregate value of approximately $33,801,000, based on an implied value of $33.00 per share. The fair value of the shares issued was
recorded as an increase to additional paid-in capital, with an offsetting reduction to additional paid-in capital as equity issuance
costs related to the direct listing.
On
February 5, 2026, all 682,770 outstanding shares of the Company’s Series E Convertible Preferred Stock were converted into 1,477,857
shares of the Company’s common stock in accordance with the terms of the Series E Preferred. Following the conversion, no shares
of Series E Preferred remained outstanding.
On
March 1, 2026, the Company entered into Amendment No. 1 (the “Amendment”) to a Warrant to Purchase Shares of Common Stock
originally issued on October 27, 2025 (the “Warrant”). The Warrant provides for the purchase of up to 16,000,000 shares of
the Company’s common stock at an exercise price of $ 12.35 per share and expires on July 27, 2026. Pursuant to the Amendment, the
exercise price for 12,000,000 shares underlying the Warrant was temporarily reduced as follows: (i) $2.25 per share for 4,500,000 shares
for a period of 60 days; (ii) $2.75 per share for 3,750,000 shares for a period of 60 days; and (iii) $3.25 per share for 3,750,000 shares
for a period of 75 days. Upon expiration of the reduced exercise price periods, the exercise price for the applicable warrants will revert
to the original exercise price of $12.35 per share . All other terms and conditions of the Warrant remain unchanged,
and the Amendment was effected in accordance with the terms of the applicable agreements; accordingly, no gain or loss was recognized
in connection with the transaction. See also note 12.
On March 3, 2026 and March 17, 2026, an aggregate of 2,057,102 shares
of Series B-3 Preferred Stock were converted into common stock.
During
the three months ended March 31, 2026, holders of Series D preferred stock converted an aggregate of 24,000 shares of Series D preferred
stock with a stated value of $ 10.00 per share into 19,433 shares of common stock at a conversion price of $ 12.35 per share. In addition,
holders of Series C preferred stock converted an aggregate of 277,171 shares of Series C preferred stock with a stated value of $ 10.00
per share into 1,367,742 shares of common stock at a conversion price of $ 2.0265 per share.
During
the three months ended March 31, 2026, the Company issued 8,098 shares of common stock upon the exercise of warrants from the Series
D financing, resulting in aggregate proceeds of approximately $ 100,010 . In addition, the Company issued 1,033,335 shares of common stock
upon the exercise of Series C warrants at an exercise price of $ 3.2475 per share, resulting in aggregate proceeds of approximately $ 3.35
million. The Company incurred issuance costs of approximately $ 242,000 related to the warrant exercises.
Note
9 – Stock-Based Compensation
The
Equity Incentive Plan provides for the Company to grant ISOs, and NSOs to employees, advisers, and directors. As of March 31, 2026 there
were 15,111,193 equity awards authorized including 208,135 awards that were exercised to common stock.
Stock
Options
Stock
options represent the right to purchase shares of common stock on the date of exercise at a stated exercise price. The exercise price
of a stock option generally must be at least equal to the fair market value of the common stock on the date of grant. Options vest over
a period of time not to exceed 10 years from the grant date. For the three months ended March 31, 2026 and 2025, the Company recorded
stock-based compensation expense of $ 203 and $ 82 , respectively.
14
The
terms of the plan permit certain option holders to exercise options before their options are vested, subject to certain limitations.
Upon early exercise, the awards become subject to a restricted stock agreement. The shares of restricted stock granted upon early exercise
of the options are subject to the same vesting provisions in the original stock option awards. Shares issued as a result of early exercise
that have not been vested are subject to repurchase by the Company upon termination of the purchaser’s employment, at the price
paid by the purchaser. Such shares are not deemed to be issued for accounting purposes until they vest.
The
following table summarizes the Company’s stock option activity and related information:
Schedule of Stock Option Activity
Number of
Shares
Weighted
Average
Exercise Price
Aggregate
Intrinsic Value
(in thousands)
Weighted
Average
Remaining Life
Outstanding as of December 31, 2025
7,336,803
$ 0.76
$ 3,716,928
8.71
Granted
7,589,660
$ 1.31
$ -
-
Exercised during period
-
$ -
-
-
Forfeited
631
$ 0.95
$ -
-
Expired
12,870
$ 1.15
-
-
Outstanding as of March 31, 2026
14,912,962
$ 1.04
$ 3,716,511
9.20
The
aggregate intrinsic value of options is calculated as the difference between the exercise price of the stock options and the fair value
of the Company’s shares of common stock for those options that had exercise prices lower than the fair value of the Company’s
shares of common stock.
The
weighted-average grant date fair value of options granted was $ 1.04 and $ 0.42 for the years ended March 31, 2026 and 2025, respectively.
As
of March 31, 2026 and 2025, the total remaining unrecognized compensation expense related to non-vested stock options was $ 4,672 and
$ 308 , respectively, which will be amortized over the weighted-average period of 3.37 years and 0.94 years, respectively.
Total
stock-based compensation expense for the three months ended March 31, 2026 and 2025 was as follows (in thousands):
Schedule
of Stock Based Compensation Expenses
March 31, 2026
March 31, 2025
Three Months Years Ended
March 31, 2026
March 31, 2025
Cost of sales
15
4
Research and development
33
36
Sales and marketing
7
16
General and administrative
148
26
Total stock-based compensation expense
203
82
Note
10 – Income Taxes
The
Company’s quarterly tax provision and estimate of its annual effective tax rate is subject to variation due to several factors,
including variability in pre-tax income (or loss), the mix of jurisdictions to which such income (or loss) relates, changes in how the
Company does business, and tax law developments. The Company’s estimated effective tax rate for the year differs from the U.S.
statutory rate of 21 % primarily as a result of not benefiting U.S. losses as those losses are not more likely than not to be realized,
as well as its foreign operations, which are subject to tax rates that differ from those in the United States.
The
Company recorded an income tax expense of $ 36 and $ 0 for the three months ended March 31, 2026 and 2025, respectively.
Note
11 – Commitments and Contingencies
In
August 2018, The Israeli subsidiary entered into a lease agreement for a 60-month period beginning January 1, 2019. The subsidiary may
terminate the lease agreement on December 31 of each year with 6-month advance written notice to the lessor. If the subsidiary to terminate
the lease agreement at the first 48-month period, then an exit penalty of $241 will apply .
15
In
May 2021, the lease agreement was amended where Subsidiary and lessor agreed to convert fifty percent from February-December 2021 monthly
rent payments into fully vested warrants to purchase 56,325 shares of the Company’s common stock issuable upon exercise of this
warrant and exercise price of 0.0001 $ per share. The warrants will expire on April 30, 2026 .
In
August 2021, the lease agreement was further amended where the Subsidiary and lessor agreed to convert fifty percent from 2022 monthly
rent payments into a warrants to purchase 63,015 shares of the Company’s common stock issuable upon exercise of this warrant and
exercise price of 0.0001 $ per share. The warrants will expire on September 30, 2026.
On
August 22, 2024 the warrants were exercised by the lessor and accordingly, 119,340 common Stock were issued.
In
July 2022, the Israeli Subsidiary gave the lessor advanced notice of its intention to exercise the exit point on December 31, 2022, while
negotiating the fifth-year terms. The parties were unable to reach agreements and in July 2023 the subsidiary vacated the leased premises.
In February 2025 a lawsuit was filed against the Company for a total of $ 1,600 . Given the preliminary stage in which the lawsuit is at,
the Israeli Subsidiary lawyers cannot reasonably assess the likelihood of the claims to be accepted. The company accounted for $ 1,600
and the amount is included in Accrued and other current liabilities.
Note
12 – Subsequent Events
On
April 9, 2026, the Securities and Exchange Commission declared effective the registration statement covering the resale of shares issuable
under the Company’s equity line financing arrangement originally entered into on October 27, 2025 pursuant to a Securities Purchase
Agreement. The facility provides the Company with the right, but not the obligation, to direct the purchaser to purchase shares of the
Company’s common stock from time to time, subject to specified pricing, volume and other customary conditions, for aggregate gross
proceeds of up to $ 300.0 million. Following the effectiveness of the registration statement, the Company became eligible to access the
facility in accordance with its terms. In April and May 2026, the Company entered into amendments to the equity line financing arrangement
that modified certain operational, pricing and settlement provisions and reduced the maximum aggregate purchase commitment under the
facility from $ 300.0 million to $ 50.0 million.
On
May 4, 2026, the Company issued a Second Promissory Note in the principal amount of $ 1,000,000 . The Second Promissory Note bears interest
at a rate of 10 % per annum and matures on September 1, 2026 . The Company is required to apply a cumulative total 25 % of the net proceeds
from any future offerings or issuances of the Company’s securities toward repayment of the Second Promissory Note and/or the Promissory
Note issued March 1, 2026 until both notes are paid in full. In the event of default, the Second Promissory Note will bear interest at
a rate of 24% per annum, and any late payments will be subject to a late fee equal to 10% of the overdue amount .
Also
on May 4, 2026, the Company entered into amendments to certain warrants originally issued in connection with the Company’s October
27, 2025 Series D financing transactions. Pursuant to the amendments, warrants to purchase an aggregate of 9,000,000 shares of common
stock were repriced, including (i) three tranches of 1,000,000 warrants each expiring February 27, 2027 repriced to exercise prices of
$ 1.25 , $ 1.75 and $ 2.25 per share, respectively, and (ii) three tranches of 2,000,000 warrants each expiring October 27, 2027 repriced
to exercise prices of $ 3.50 , $ 4.00 and $ 4.50 per share, respectively. In addition, all remaining 15,991,902 Series D warrants, as well
as 300,000 Series C warrants, were cancelled.
Further,
on May 4, 2026, the Company agreed to amend the Certificates of Designation relating to its Series C Preferred Stock and Series D Preferred
Stock. Pursuant to the amendments, the conversion price of the Series D Preferred Stock was adjusted to $ 2.0265 per share. In addition,
a “leak-out” provision was added to both the Series C Preferred Stock and Series D Preferred Stock, pursuant to which holders
collectively may not sell, on any trading day, a number of conversion shares exceeding 10% of the total daily trading volume of the Company’s
common stock, unless such sales are made at a price equal to or greater than 115% of the closing price of the Company’s common
stock on the immediately preceding trading day .
The
Company has evaluated all transactions through May, 15, 2026, the date these consolidated financial statements were available to be issued
and has determined that there are no other events, other than the following, that would require disclosure in or adjustment to these
financial statements.
16
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.