Convertible Notes Payable to Related Parties | 5. Convertible Notes Payable to Related Parties On September 16, 2024, the Company entered into a Note Purchase Agreement, or the 2025 Note Purchase Agreement, with certain accredited investors, or 2025 Lenders, pursuant to which the Company issued the Lenders convertible promissory notes, or the 2025 Notes, collectively with the 2025 Note Purchase Agreement, the 2025 Note Documents, with an aggregate principal balance of $ 500,000 3.0 Tom Y. Lee, a member of the Company’s Board of Directors, or the Board, invested $ 500,000 500,000 The 2025 Note Documents provided that the interest to the 2025 Lenders shall accrue at the rate of 7.88 Conversion the Company’s common stock is listed or quoted for trading, or the VWAP, on the date of conversion on the last trading day prior to the date of conversion, provided that such conversion price is at least $0.095 per share and less than or equal to $0.175 per share, subject to certain customary adjustments. Additionally, at any time following September 16, 2025, the holders of a majority of the outstanding principal balance under the 2025 Notes may elect specified in writing to convert all of the 2025 Notes at a conversion price equal to the VWAP, provided that the conversion price is equal to at least $0.095 per share, subject to certain customary adjustments. March and June 2024 Convertible Note Purchase Agreements On March 22, 2024, the Company entered into a Note Purchase Agreement, or the 2024 Note Purchase Agreement, with certain accredited investors, or 2024 Lenders, pursuant to which the Company issued the Lenders convertible promissory notes, or the 2024 Notes, collectively with the 2024 Note Purchase Agreement, the 2024 Note Documents, with an aggregate principal balance of $ 500,000 Tom Y. Lee, a member of the Company’s Board, invested $ 500,000 On June 21, 2024, the Company issued an additional 2024 Note to Mr. Lee pursuant to the 2024 Note Purchase Agreement in a subsequent closing with an aggregate principal of $ 500,000 1,000,000 The 2024 Note Documents provided that the interest to the 2024 Lenders shall accrue at the rate of 7.81 Conversion the Company’s common stock is listed or quoted for trading, or the VWAP, on the date of conversion on the last trading day prior to the date of conversion, provided that such conversion price is at least $0.13 per share and less than or equal to $0.21 per share for the March 2024 Note and at least $0.115 per share and less than or equal to $0.195 per share for the June 2024 Note, subject to certain customary adjustments. Additionally, at any time following March 22, 2025, the holders of a majority of the outstanding principal balance under the 2024 Notes may elect specified in writing to convert all of the 2024 Notes at a conversion price equal to the VWAP, provided that the conversion price is equal to at least $0.115 and $0.13 per share, as discussed above, subject to certain customary adjustments. July and October 2023 Convertible Note Purchase Agreements In July, 2023, the Company entered into a Note Purchase Agreement, or the 2023 Note Purchase Agreement with certain accredited investors, or the 2023 Lenders, pursuant to which the Company issued the 2023 Lenders convertible promissory notes, or the 2023 Notes, collectively with the 2023 Note Purchase Agreement, or the 2023 Note Documents, with an aggregate principal balance of $ 1,015,000 1.8 1,000,000 15,000 785,000 1,800,000 The 2023 Note Documents provided that the interest to the Lender shall accrue at the rate of 7.55 7.81 Conversion. the Company’s common stock at a conversion price equal to the VWAP on the date of conversion on the last trading day prior to the date of conversion, provided that such conversion price is at least $0.15 per share and less than or equal to $0.23 per share, subject to certain customary adjustments. Additionally, at any time following July 3, 2024, the holders of a majority of the outstanding principal balance under the 2023 Notes may elect specified in writing to convert all of the Notes at a conversion price equal to the VWAP, provided that the conversion price is equal to at least $0.15 per share, subject to certain customary adjustments. Other terms of the Note Agreements. Further, on all the notes discussed above, in the event of certain corporate transactions, all outstanding principal and unpaid accrued interest due on such Notes shall be automatically converted into conversion shares on the trading day immediately prior to the closing date of such corporate transaction. The number of shares to be issued upon such conversion shall be based on the VWAP on the last trading day prior to the public announcement of the execution of the definitive documents with respect to such transaction. Events of Default Covenants During the three months ended October 31, 2024 and 2023, the Company recognized $ 60,000 21,000 209,000 3,509,000 26,922,470 |