Nuvve Holding Corp.NVVE
Nuvve Holding Corp. Debt Disclosure
Debt
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The following is a summary of debt as of December 31, 2025 and 2024 :
| As of December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Term loan (1) | $ | — | $ | 1,445,345 | |||||||
| Promissory Notes - August 16, 2024 (2) (3) | 564,446 | 884,676 | |||||||||
| Promissory Notes - August 27, 2024 (1) | — | 516,818 | |||||||||
| Senior Convertible Notes - October 2024 (1) | — | 2,475,162 | |||||||||
| Senior Convertible Notes - December 2024(1) | — | 250,000 | |||||||||
| Senior Convertible Notes - September 2025 | 112,302 | — | |||||||||
| Senior Convertible Notes - November 2025 | 281,186 | — | |||||||||
| Senior Convertible Notes - December 2025 | 222,691 | — | |||||||||
| Promissory Notes - Fermata Energy II LLC (2) | 584,292 | — | |||||||||
| Total outstanding principal balance | 1,764,917 | 5,572,001 | |||||||||
| Less: unamortized debt issuance costs and discounts | (35,174) | (84,170) | |||||||||
| Total debt | 1,729,743 | 5,487,831 | |||||||||
| Less: current portion of long-term debt | 1,729,743 | 4,647,331 | |||||||||
| Long-term debt, net of current portion | $ | — | $ | 840,500 | |||||||
(1) Principal balance and interest of was fully repaid as December 31, 2025.
(2) Related party notes.
(3) Note was repaid in February 2026 but maturity date is August 2027. Therefore, presented as current liability in consolidated balance sheets.
As of December 31, 2025, the total future maturities of the principal amounts of the debt obligations are as follows:
| 2026 | $ | 1,729,743 | |||
| $ | 1,729,743 | ||||
Term Loan
On August 9, 2024, November 27, 2024 and March 31, 2025, the Company entered into a Subordinated Business Loan and Security Agreement ("Term Loans") with Agile Lending, LLC, as lender, and Agile Capital Funding, LLC, as collateral agent. The August 9, 2024, November 27, 2024 and March 31, 2025 Term Loans are short-term, fixed interest rate obligations. Principal and interest on the Term Loans are payable in arrears weekly. The Term Loans are secured by certain of the Company's assets, and were evidenced by a subordinated secured promissory note.
The Term Loan contains customary affirmative and negative covenants. Among other things, these covenants restrict the Company's ability to incur certain types or amounts of indebtedness, incur liens on certain assets, dispose of material assets, enter into certain restrictive agreements, or engage in certain transactions with affiliates. Additionally, the Term Loan contains customary default provisions including, but not limited to, failure to pay interest or principal when due. The Company was in compliance with the Term Loan covenants as of December 31, 2024.
The following is a summary description of the key terms of the Term Loan:
| Debt | Debt Origination Date | Maturity | Principal Amount Borrowed | Carrying Value | Weighted Weekly Average Interest Rate | Weighted Annual Average Interest Rate | ||||||||||||||||||||||||||||||||
| Term Loan | 8/9/2024 | 3/6/2025 | $ | 1,000,000 | $ | — | 2.96 | % | 153.90 | % | ||||||||||||||||||||||||||||
| Term Loan | 11/27/2024 | 6/27/2025 | $ | 1,000,000 | $ | — | 2.96 | % | 153.90 | % | ||||||||||||||||||||||||||||
| Term Loan | 3/31/2025 | 3/31/2026 | $ | 1,750,000 | $ | — | 2.16 | % | 112.60 | % | ||||||||||||||||||||||||||||
Interest expense paid on the Term Loans for the year ended December 31, 2025 was $1,240,544. There was $627,929 interest expense on the Term Loans for the year ended December 31, 2024.
As of December 31, 2025, the Company has fully repaid the principal balance and interest of Term Loans.
Promissory Notes - August 16, 2024
In connection with the formation of Deep Impact (see Note 1), Promissory Notes (each a “SPV Promissory Note”) with conversion option were issued to each of Gregory Poilasne and David Robson, the Chief Executive Officer and Chief Financial Officer of the Company (collectively, the “SPV Note Holders”), respectively, in exchange for up to an aggregate of $1,500,000, to further support project costs in exchange for their investment into Deep Impact. Each SPV Promissory Note was issued with an original principal amount of $750,000 (the “Principal Amount”). As of December 31, 2025, the Chief Executive Officer and Chief Financial Officer have funded $610,500 and $230,000, respectively, of the Promissory Notes.
The SPV Promissory Notes have a term of three years and bear interest at a rate of 17.5% per annum. The SPV Promissory Notes further provide that upon certain events of default, the SPV Note Holders shall have the option to convert the outstanding amounts on such SPV Promissory Notes for an aggregate of 101 membership units in Deep Impact, allocated pro rata to such Holder’s share of the aggregate outstanding principal amount under the SPV Promissory Notes. Additionally, pursuant to the Deep Impact governance documents, the SPV Note Holders will be entitled to a share of the Deep Impact’s 25% of the operating cash flows in addition to the interest amounts payable under the SPV Promissory Notes.
Interest expense paid on the SPV Promissory Notes for the year December 31, 2025 was $153,228. There was $44,176 interest expense on the SPV Promissory Notes for the year December 31, 2024.
As of December 31, 2025, the Company has repaid $277,786 of the Chief Executive Officer's principal and interest balance of $601,871 of his SPV Promissory Note the through a non-cash exercise of his October 2024 Warrants (see below). Additionally, in February 2026, the Company repaid the remaining principal balance and interest of the SPV Promissory Notes for a total amount repaid of $575,811.
In February 2025, under the existing SPV Promissory Note agreement, the Company issued promissory notes to each of Gregory Poilasne and David Robson, the Chief Executive Officer and Chief Financial Officer of the Company, respectively, in exchange for an aggregate of $266,000 (the "February Promissory Note"). Each February Promissory Note was issued with an original Principal Amount of $133,000 in exchange in cash to the Company, for aggregate gross proceeds of $266,000.
Interest expense on the February Promissory Notes for the year ended December 31, 2025 and December 31, 2024 was $17,578 and zero, respectively.
On September 24, 2025, the Company repaid the principal balance and interest of the February Promissory Notes for a total amount repaid of $283,578 pursuant to which the Company transferred and assigned the Company’s right to certain receivable from Switch EV Ltd, a company which Nuvve used to have an investment.
Promissory Notes - August 27, 2024
On August 27, 2024, the Company issued promissory notes with conversion option to each of Gregory Poilasne and David Robson, the Chief Executive Officer and Chief Financial Officer (collectively, the “Note Holders”) of the Company, respectively, in exchange for an aggregate of $500,000 (the "Nuvve Promissory Notes"). Each Nuvve Promissory Note was issued with an original Principal Amount of $250,000. The Principal Amount of each Nuvve Promissory Note includes an original issue discount of $12,500, or 5.00%. In exchange for the Nuvve Promissory Notes, each Note Holder paid a purchase price of $237,500 (the “Non-OID Principal Amount”) in cash to the Company, for aggregate gross proceeds to the Company of $475,000.
The Nuvve Promissory Notes accrue interest at a rate of 10.50% per annum, subject to an increase to 12.5% upon the occurrence of an event of default (as that term is defined in the Nuvve Promissory Notes), and have a maturity date of October 31, 2024 (the “Maturity Date”). Pursuant to the Nuvve Promissory Notes, all accrued and unpaid interest and principal amount are payable in cash on the Maturity Date. If the Company consummates a Change of Control (as such term is defined in the Nuvve Promissory Notes), the outstanding balance of the Nuvve Promissory Note plus any unpaid accrued interest will become immediately due and payable.
Upon the occurrence of an event of default, as defined in the Nuvve Promissory Note agreement, each Note Holder may at its option require all principal and unpaid accrued interest become immediately due and payable in full. Further, at any time after the occurrence of an event of default, each Note Holder may convert any outstanding principal and unpaid accrued interest under the Nuvve Promissory Notes into shares of the Company’s common stock, at a conversion price per share of $19.680. The issuance of the Nuvve Promissory Notes was and, upon any conversion of the Nuvve Promissory Notes, the issuances of any conversion shares of common stock issued thereunder will be, exempt from registration under Section 4(a)(2) and/or Rule 506(b) of Regulation D as promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended, as transactions by an issuer not involving any public offering.
The Nuvve Promissory Notes provides that, in the event currently outstanding security interests granted by the Company and its subsidiaries to certain lenders (the “Existing Security Interests”) are released at any time during which the Nuvve Promissory Notes are outstanding, the Company shall grant the Holders a security interest in substantially all of the Company’s assets. To the extent that the Existing Security Interests are not released prior to the Maturity Date or earlier termination of the Nuvve Promissory Notes, the Promissory Notes will remain unsecured.
Interest expense on the Nuvve Promissory Notes for the year ended December 31, 2025 was $5,032. There was $18,065 interest expense paid on the Nuvve Promissory Notes for the year ended December 31, 2024.
On January 31, 2025, the Company repaid the principal balance and interest of Nuvve Promissory Notes for a total amount repaid of $523,097.
Senior Convertible Notes - October 2024
In October 2024, the Company issued (i) senior convertible notes (the "October 2024 Notes") to certain accredited investors of the Company, pursuant to a securities purchase agreement, in exchange for an aggregate of $3,750,000.01 of a principal amount, and (ii) accompany warrants to purchase shares of Common Stock (the “October 2024 Warrants”). The principal amount of the October Notes included an original issue discount of $375,000, or 10.00%, with net cash proceed to the Company of $3,375,000.01, which was funded on October 31, 2024.
The Company's the Chief Executive Officer, Mr. Poilanse, participated as an investor and was issued an October 2024 Note in the principal amount of $250,000. The principal amount of the October 2024 Notes issued to Mr. Poilanse included an original issue discount of $25,000, or 10.00% with a net cash proceed to the Company of $225,000, which was funded on September 30, 2024.
The October 2024 Notes have a term of 18 months and bear interest at an effective rate of 8.00% per annum, and have a maturity date of March 31, 2026. Pursuant to the October 2024 Notes, all accrued and unpaid interest and principal amount are payable in cash on the maturity date. The October 2024 Notes are payable in 15 equal payments with the first payment starting on the fourth month after issuance of the October 2024 Notes. The holders of the October 2024 Notes have the option to convert any outstanding principal and unpaid accrued interest under the October 2024 Notes into shares of the Company’s common stock, at a conversion price of $136.08 per share. The conversion price of the October 2024 Notes is subject to full ratchet antidilution protection, subject to certain price limitations required by Nasdaq rules and regulations and certain exceptions, upon any subsequent transaction at a price lower than the conversion price then in effect and standard adjustments in the event of certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.
In conjunction with the October 2024 Notes, the Company issued to the investors warrants to purchase an aggregate of 27,557 shares of Common Stock, representing 100.0% of the shares (the “Warrant Shares”) of Common Stock that each October 2024 Note is convertible into as of the issuance of the October 2024 Notes, at an exercise price of $151.20 per share (the “Exercise Price”), which was the most recent closing price of the Common Stock prior to the closing as reported by the Nasdaq Stock Market LLC (“Nasdaq”).
The Warrants Shares are exercisable immediately and will expire five years after the date of issuance and may be exercised on a cashless basis in the event of a fundamental transaction involving the Company or if the resale of the shares of common stock underlying the Warrants Shares is not covered by an effective registration statement. The Exercise Price is subject to full ratchet antidilution protection, subject to certain price limitations required by Nasdaq rules and regulations and certain exceptions, upon any subsequent transaction at a price lower than the Exercise Price then in effect and standard adjustments in the event of certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.
On December 31, 2024 the Company issued a convertible note to an investor for $250,000. Under the anti-dilution provisions in the October Notes agreement, existing holders of the October Notes conversion price, and the warrant exercise price adjusted after December 31, 2024 to the lower of a new fixed price $105.52 or the variable price based on the average of the five lowest prices over the prior ten trading days prior to the note conversion and warrant exercise.
Additionally, for so long as the October 2024 Notes or the October 2024 Warrants remain outstanding, the investors shall have the right (the “Additional Investment Right”), exercisable at any time and from time to time commencing after the -month anniversary of the October 2024 Notes closing, to purchase up to an aggregate of $12,500,000 additional Notes and Warrants (the “Additional Notes” and “Additional Warrants,” respectively). The Additional Notes and Additional Warrants shall have the same terms as the October 2024 Notes and Warrants, except that the conversion price of the Additional Notes and the exercise price of the Additional Warrants shall each be equal to 95.00% of the average of the five lowest daily prices in the ten trading days prior to the date such investor exercises its Additional Investment Right.
The October 2024 Notes and October 2024 Warrants are recorded as a liability in the consolidated balance sheet at fair value, with changes in fair value recorded in the consolidated statement of operations. See Note 4 for details of changes in fair value recorded in the consolidated statement of operations.
Interest expense on the October 2024 Notes for the year ended December 31, 2025 was $63,602. Interest expense on the October 2024 Notes for the year ended December 31, 2024 was $52,685.
As of December 31, 2025, the accredited investors had converted all of the October 2024 Notes into 73,280 of the Company's shares of common stock pursuant to the securities purchase agreement.
As of December 31, 2025, the accredited investors had exercised all of the warrants related to the October 2024 Warrants into 188,654 of the Company's shares of common stock pursuant to the securities purchase agreement for total gross proceeds to the Company of $1,590,085.
Senior Convertible Notes - December 2024
On December 31, 2024, the Company entered into a securities purchase agreement (the “December Purchase Agreement”) with an accredited institutional and individual investors (the “December Investor”), pursuant to which the Company agreed to issue to the December Investor (i) a $250,000 principal amount (the “December Principal Amount”) senior convertible promissory note, carrying a 10.00% original issue discount (the “December 2024 Note”), convertible into shares of our common stock and (ii) an accompanying warrant (the “December 2024 Warrant”) to purchase shares of Common Stock (the “December Private Placement”). On December 31, 2024, the Company closed the December Private Placement and issued the December Note and the December Warrant (the “Closing”).
The December Note have a term of 12 months and bear interest at an effective rate of 8.00% per annum, and have a maturity date of December 31, 2025. The December 2024 Note is convertible at the option of the December Investor, at any time, in whole or in part, into such number of shares of Common Stock equal to the principal amount of the note outstanding plus all accrued and unpaid interest at a conversion price equal to $117.24 per share. In conjunction with the December 2024 Note, the Company issued to the December Investor December 2024 Warrant to purchase an aggregate of 2,132 shares of Common Stock, at an exercise price of $130.28 per share. Each of the conversion price of the December 2024 Note and exercise price of the December Warrant is subject to full ratchet antidilution protection, subject to certain price limitations required by Nasdaq rules and regulations and certain exceptions, upon any subsequent transaction at a price lower than the conversion price or exercise price, as applicable, then in effect and standard adjustments in the event of certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.
Interest expense on the December Note for the year ended December 31, 2025 was $31,783. Interest expense on the December Note for the year ended December 31, 2024 was zero.
As of December 31, 2025, the accredited investors had converted all of the December 2024 Notes into 4,289 of the Company's shares of common stock pursuant to the securities purchase agreement.
Senior Convertible Notes - March 2025
On March 5, 2025, the Company issued to certain investors (i) an aggregate of $1,666,666.67 principal amount senior convertible promissory notes ("March 2025 Convertible Notes"), carrying a 10.00% original issue discount, convertible into shares of Common Stock, and (ii) accompanying warrants ("March 2025 Warrants") to purchase shares of Common Stock.
The March 2025 Convertible Notes have a term of 18 months with monthly installment payments and bear interest at an effective rate of 8.00% per annum which automatically increases to 18.00% per annum in the event of a default. The March 2025 Convertible Notes is convertible at the option of the investors, at any time, in whole or in part, into such number of shares of Common Stock equal to the principal amount of the note outstanding plus all accrued and unpaid interest at a conversion price equal to $80.80 per share. Each of the conversion price of the March 2025 Convertible Notes and the exercise price of the March 2025 Warrants is subject to full ratchet antidilution protection, subject to certain price limitations required by Nasdaq rules and regulations and certain exceptions, upon any subsequent transaction at a price lower than the conversion price or exercise price, as applicable, then in effect and standard adjustments in the event of certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.
The March 2025 Warrants are exercisable for up to an aggregate of 100.00% of the shares of Common Stock that each March 2025 Convertible Note is convertible into as of the issuance date, at an exercise price of $80.80 per share, which represents 95.00% of the average of the five lowest trading prices in the ten trading days prior to the date the investors exercised their additional investment right, as set forth in the purchase agreement.
The March 2025 Convertible Notes and Warrants were recorded as a liability in the consolidated balance sheet at fair value, with changes in fair value recorded in the consolidated statement of operations. See Note 4 for details of changes in fair value recorded in the consolidated statement of operations.
Interest expense on the March 2025 Convertible Notes for the year ended December 31, 2025 was $19,316. There was no interest expense paid on the March 2025 Convertible Notes for the year ended December 31, 2024.
As of December 31, 2025, the accredited investors had converted all of the March 2025 Convertible Notes into 55,684 of the Company's shares of common stock pursuant to the securities purchase agreement.
As of December 31, 2025, the accredited investors had exercised all of the warrants related to the March 2025 Convertible Notes into 129,762 of the Company's shares of common stock pursuant to the securities purchase agreement for total gross proceeds to the Company of $602,496.
Senior Convertible Notes - April 2025
On April 28, 2025, the Company issued to certain investors (i) an aggregate of $1,444,444.44 principal amount senior convertible promissory notes ("April 2025 Convertible Notes"), carrying a 10.00% original issue discount, convertible into shares of Common Stock, and (ii) accompanying warrants ("April 2025 Warrants") to purchase shares of Common Stock.
The April 2025 Convertible Notes have a term of 18 months with monthly installment payments and bear interest at an effective rate of 8.00% per annum which automatically increases to 18.00% per annum in the event of a default. The April 2025 Convertible Notes is convertible at the option of the investors, at any time, in whole or in part, into such number of shares of Common Stock equal to the principal amount of the note outstanding plus all accrued and unpaid interest at a conversion price equal to $33.044 per share. The conversion price of the April 2025 Convertible Notes is subject to full ratchet antidilution protection, subject to certain price limitations required by Nasdaq rules and regulations and certain exceptions, upon any subsequent transaction at a price lower than the conversion price then in effect and standard adjustments in the event of certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.
The April 2025 Warrants are exercisable for up to an aggregate of 100.00% of the shares of Common Stock that each April 2025 Convertible Note is convertible into as of the issuance date, at an exercise price of $33.044 per share, which represents 95.00% of the average of the five lowest trading prices in the ten trading days prior to the date the investors exercised their additional investment right, as set forth in the purchase agreement. The exercise price of the April 2025 Warrants is subject to full ratchet antidilution protection, subject to certain price limitations required by Nasdaq rules and regulations and certain exceptions, upon any subsequent transaction at a price lower than the exercise price then in effect and standard adjustments in the event of certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.
Interest expense on the April 2025 Convertible Notes for year ended December 31, 2025 was $9,945, respectively. There was no interest expense paid on the April 2025 Convertible Notes for the year ended December 31, 2024.
As of December 31, 2025, the accredited investors had converted all of the April 2025 Convertible Notes into 50,723 of the Company's shares of common stock pursuant to the securities purchase agreement.
As of December 31, 2025, the accredited investors had exercised all of the warrants related to the April 2025 Convertible Notes into 131,227 of the Company's shares of common stock pursuant to the securities purchase agreement for total gross proceeds to the Company of $696,959.
Senior Convertible Notes - May 2025
On May 30, 2025, the Company issued to certain investors (i) an aggregate of $4,166,666.66 principal amount senior convertible promissory notes ("May 2025 Convertible Notes"), carrying a 10.00% original issue discount, convertible into shares of Common Stock, and (ii) accompanying warrants ("May 2025 Warrants") to purchase shares of Common Stock.
The May 2025 Convertible Notes have a term of 18 months with monthly installment payments and bear interest at an effective rate of 8.00% per annum which automatically increases to 18.00% per annum in the event of a default. The May 2025 Convertible Notes is convertible at the option of the investors, at any time, in whole or in part, into such number of shares of Common Stock equal to the principal amount of the note outstanding plus all accrued and unpaid interest at a conversion price equal to $31.20 per share. The conversion price of the May 2025 Convertible Notes is subject to full ratchet antidilution protection, subject to certain price limitations required by Nasdaq rules and regulations and certain exceptions, upon any subsequent transaction at a price lower than the conversion price then in effect and standard adjustments in the event of certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.
The May 2025 Warrants are exercisable for up to an aggregate of 100.00% of the shares of Common Stock that each May 2025 Convertible Note is convertible into as of the issuance date, at an exercise price of $31.20 per share, which represents 95.00% of the average of the five lowest trading prices in the ten trading days prior to the date the investors exercised their additional investment right, as set forth in the purchase agreement. The exercise price of the May 2025 Warrants is subject to full ratchet antidilution protection, subject to certain price limitations required by Nasdaq rules and regulations and certain exceptions, upon any subsequent
transaction at a price lower than the exercise price then in effect and standard adjustments in the event of certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.
The May 2025 Convertible Notes and Warrants are recorded as a liability in the consolidated balance sheet at fair value, with changes in fair value recorded in the consolidated statement of operations. See Note 4 for details of changes in fair value recorded in the consolidated statement of operations.
Interest expense on the May 2025 Convertible Notes for the year ended December 31, 2025 was $68,655, respectively. There was no interest expense paid on the May 2025 Convertible Notes for the year ended year ended December 31, 2024.
As of December 31, 2025, the accredited investors had converted all of the May 2025 Convertible Notes into 453,173 of the Company's shares of common stock pursuant to the securities purchase agreement.
As of December 31, 2025, the accredited investors had exercised 527,964 of the outstanding warrants related to the May 2025 Convertible Notes into 527,964 of the Company's shares of common stock pursuant to the securities purchase agreement for total gross proceeds to the Company of $1,350,205.
Senior Convertible Notes - September 2025
On September 10, 2025, the Company issued to certain investors (i) an aggregate of $111,111.00 principal amount senior convertible promissory notes ("September 2025 Convertible Notes"), carrying a 10.00% original issue discount, convertible into shares of Common Stock, and (ii) accompanying warrants ("September 2025 Warrants") to purchase shares of Common Stock.
The September 2025 Convertible Notes have a term of 18 months with monthly installment payments and bear interest at an effective rate of 8.00% per annum which automatically increases to 18.00% per annum in the event of a default. The September 2025 Convertible Notes is convertible at the option of the investors, at any time, in whole or in part, into such number of shares of Common Stock equal to the principal amount of the note outstanding plus all accrued and unpaid interest at a conversion price equal to $6.8440 per share. The conversion price of the September 2025 Convertible Notes is subject to full ratchet antidilution protection, subject to certain price limitations required by Nasdaq rules and regulations and certain exceptions, upon any subsequent transaction at a price lower than the conversion price then in effect and standard adjustments in the event of certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.
The September 2025 Warrants are exercisable for up to an aggregate of 100.00% of the shares of Common Stock that each September 2025 Convertible Note is convertible into as of the issuance date, at an exercise price of $6.8440 per share, which represents 95.00% of the average of the five lowest trading prices in the ten trading days prior to the date the investors exercised their additional investment right, as set forth in the purchase agreement. The exercise price of the September 2025 Warrants is subject to full ratchet antidilution protection, subject to certain price limitations required by Nasdaq rules and regulations and certain exceptions, upon any subsequent transaction at a price lower than the exercise price then in effect and standard adjustments in the event of certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.
The September 2025 Convertible Notes and Warrants are recorded as a liability in the consolidated balance sheet at fair value, with changes in fair value recorded in the consolidated statement of operations. See Note 4 for details of changes in fair value recorded in the consolidated statement of operations.
Interest expense on the September 2025 Convertible Notes for year ended December 31, 2025 was $3,490. There was no interest expense paid on the September 2025 Convertible Notes for the year ended December 31, 2024.
Senior Convertible Notes - November 2025
On November 17, 2025, the Company issued to certain investors (i) an aggregate of $277,777 principal amount senior convertible promissory notes ("November 2025 Convertible Notes"), carrying a 10.00% original issue discount, convertible into shares of Common Stock, and (ii) accompanying warrants ("November 2025 Warrants") to purchase shares of Common Stock.
The November 2025 Convertible Notes have a term of 18 months with monthly installment payments and bear interest at an effective rate of 8.00% per annum which automatically increases to 18.00% per annum in the event of a default. The November 2025 Convertible Notes is convertible at the option of the investors, at any time, in whole or in part, into such number of shares of Common Stock equal to the principal amount of the note outstanding plus all accrued and unpaid interest at a conversion price equal to $5.536 per share. The conversion price of the November 2025 Convertible Notes is subject to full ratchet antidilution protection, subject to certain price limitations required by Nasdaq rules and regulations and certain exceptions, upon any subsequent transaction at a price lower than the conversion price then in effect and standard adjustments in the event of certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.
The November 2025 Warrants are exercisable for up to an aggregate of 100.00% of the shares of Common Stock that each November 2025 Convertible Note is convertible into as of the issuance date, at an exercise price of $5.536 per share, which represents 95.00% of the average of the five lowest trading prices in the ten trading days prior to the date the investors exercised their additional investment right, as set forth in the purchase agreement. The exercise price of the November 2025 Warrants is subject to full ratchet antidilution
protection, subject to certain price limitations required by Nasdaq rules and regulations and certain exceptions, upon any subsequent transaction at a price lower than the exercise price then in effect and standard adjustments in the event of certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.
The November 2025 Convertible Notes and Warrants are recorded as a liability in the consolidated balance sheet at fair value, with changes in fair value recorded in the consolidated statement of operations. See Note 4 for details of changes in fair value recorded in the consolidated statement of operations.
Interest expense on the November 2025 Convertible Notes for year ended December 31, 2025 was $2,660. There was no interest expense paid on the November 2025 Convertible Notes for the year ended December 31, 2024.
Senior Convertible Notes - December 2025
On December 17 and 26, 2025, the Company issued to certain investors (i) an aggregate of $222,222.22 principal amount senior convertible promissory notes ("December 2025 Convertible Notes"), carrying a 10.00% original issue discount, convertible into shares of Common Stock, and (ii) accompanying warrants ("December 2025 Warrants") to purchase shares of Common Stock.
The December 2025 Convertible Notes have a term of 18 months with monthly installment payments and bear interest at an effective rate of 8.00% per annum which automatically increases to 18.00% per annum in the event of a default. The December 2025 Convertible Notes is convertible at the option of the investors, at any time, in whole or in part, into such number of shares of Common Stock equal to the principal amount of the note outstanding plus all accrued and unpaid interest at a conversion price equal to $3.880 per share. The conversion price of the December 2025 Convertible Notes is subject to full ratchet antidilution protection, subject to certain price limitations required by Nasdaq rules and regulations and certain exceptions, upon any subsequent transaction at a price lower than the conversion price then in effect and standard adjustments in the event of certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.
The December 2025 Warrants are exercisable for up to an aggregate of 100.00% of the shares of Common Stock that each December 2025 Convertible Note is convertible into as of the issuance date, at an exercise price of $3.880 per share, which represents 95.00% of the average of the five lowest trading prices in the ten trading days prior to the date the investors exercised their additional investment right, as set forth in the purchase agreement. The exercise price of the December 2025 Warrants is subject to full ratchet antidilution protection, subject to certain price limitations required by Nasdaq rules and regulations and certain exceptions, upon any subsequent transaction at a price lower than the exercise price then in effect and standard adjustments in the event of certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.
The December 2025 Convertible Notes and Warrants are recorded as a liability in the consolidated balance sheet at fair value, with changes in fair value recorded in the consolidated statement of operations. See Note 4 for details of changes in fair value recorded in the consolidated statement of operations.
Interest expense on the December 2025 Convertible Notes for year ended December 31, 2025 was $469. There was no interest expense paid on the December 2025 Convertible Notes for the year ended December 31, 2024.
Promissory Notes - Fermata Energy II LLC
On April 23, 2025, promissory notes with conversion option were issued to certain employees of the Company, including Gregory Poilasne, the Chief Executive Officer of the Company (collectively, the “Fermata Promissory Notes”), respectively, in exchange for up to an aggregate of $547,058, to further support project costs in exchange for their investment into Fermata Energy II LLC. Each Fermata Promissory Note was issued carrying a 15.00% original issue discount.
The Fermata Promissory Notes have a term of 12 months and bear interest at a rate of 10.00% per annum.
Interest expense on the Fermata Promissory Notes for the year ended December 31, 2025 was $37,534. There was no interest expense on the Fermata Promissory Notes for the year ended December 31, 2024.
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Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 31, 2026 | Showing above |
| 2024 | Mar 31, 2025 | |
| 2021 | Mar 31, 2022 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.