Signed Jun 30, 2026
| Tranche | Size | Matures | Margin |
|---|---|---|---|
| Senior Secured Convertible Note | n/a | Jan 2027 | 1900 bps |
| Loan | $1.5m | n/a | n/a |
Priced over Other (Notes).
| Level | Condition | Margin | Unused fee |
|---|---|---|---|
| Level Level 1 | all times | 1900 bps | n/a |
§3.2(a)
Lenders: J.J. Astor & Co.
the Company shall effect ATM Financings generating net proceeds of not less than $115,765.00 in each calendar week, commencing with the calendar week in which the Company files its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, and in any event no later than the calendar week commencing August 10, 2026, such that the Lender’s Ninety Percent (90%) share is not less than the applicable Minimum Installment Payment.Read the filing on sec.gov ↗
the Company covenants to file the Registration Statement with the SEC no later than August 31, 2026, … and to cause the same to be declared effective no later than September 11, 2026.Read the filing on sec.gov ↗
the Company shall convene its annual meeting of stockholders no later than August 28, 2026 and use its reasonable best efforts to obtain Stockholder Approval on or before such date, and shall solicit proxies in favor thereof and cause its board of directors to recommend approval.Read the filing on sec.gov ↗
The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, free from preemptive rights, a number of shares equal to not less than two hundred percent (200%) of the number of shares issuable upon conversion in full of the Amended Principal Balance.Read the filing on sec.gov ↗
the Company shall maintain the Sales Agreement … and shall not suspend, reduce, or terminate the ATM Financing or decline to deliver a placement notice thereunder; (c) the Company shall maintain the listing of the Common Stock on The Nasdaq Capital Market and shall not take, or omit to take, any action that would reasonably be expected to result in delisting; (d) the Company shall deliver to the Lender copies of all correspondence with Nasdaq regarding continued listing, and notice of any deficiency, hearing, or determination, within one (1) Business Day of receipt.Read the filing on sec.gov ↗
the Company shall not, and shall not permit the Subsidiary Guarantor to, directly or indirectly, (a) create, incur, assume, or guarantee any Indebtedness... or (b) issue or sell any shares of Common Stock or Common Stock Equivalents... in each case without the prior written consent of the LenderRead the filing on sec.gov ↗
the Company shall, within one (1) Business Day of receipt thereof, apply an amount equal to ninety percent (90%) of the net proceeds thereof to prepay the outstanding balance of the Note.Read the filing on sec.gov ↗
the Company shall not enter into any agreement for the sale or issuance of its securities... that provides such Other Investor with rights, terms, or benefits more favorable in any material respect than those granted to the Lender... without offering such more favorable rights, terms, or benefits to the Lender.Read the filing on sec.gov ↗
The Company shall commence or resume ATM Financings in accordance with Section 3.4(b) of the Second Amendment no later than the calendar week commencing August 10, 2026Read the filing on sec.gov ↗
the Company shall pay to the Lender, in cash, as liquidated damages and not as a penalty, $10 per Trading Day (increasing to $20 per Trading Day on the third (3rd) Trading Day after the Share Delivery Date) for each $1,000 of principal and interest being converted or exercise price being exercisedRead the filing on sec.gov ↗
the Company shall pay to the Lender an amount in cash equal to five percent (5.0%) of the outstanding principal balance of the Note as of the Event Date, and an additional five percent (5.0%) of such outstanding principal balance on each thirty (30)-day anniversary of the Event DateRead the filing on sec.gov ↗
Aug 3, 2026
Amendmentunconfirmed
Adds a $200,000 Additional Advance (with a 4% origination fee) that increases principal by $270,000 and extends the maturity to February 10, 2027, with three extra weekly installments. Introduces additional covenants (debt/equity issuance restrictions, mandatory prepayment from capital raises, MFN) and sets share delivery and registration liquidated damages; also increases warrant shares by 37,500 and adds a Floor Price reset and a new default-rate trigger tied to Floor Price breaches.
Jul 31, 2026
Amendmentunconfirmed
Amends the Loan Agreement and Senior Secured Convertible Note to reschedule installments and extend the note’s maturity to January 20, 2027, increase the ATM Waterfall sweep to 90%, and add a $377,775 Restructuring Premium, bringing principal to $2,266,650. It sets a 19% Amendment Rate (24% upon default), imposes minimum weekly ATM proceeds, revises registration deadlines, and adds share-reservation, stockholder approval, and Nasdaq listing covenants.
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