NOTE 8. DEBT

As of March 31, 2025, and September 30, 2024, our debt consisted of revolving and non-revolving lines of credit, convertible debt, other debt instruments as well as equipment leases and software financings.

Lines of Credit, Convertible Debt and Other Debt as of March 31, 2025:

 SCHEDULE OF CLASSIFICATIONS OF NON-REVOLVING LINE OF CREDIT 

Lines of Credit, Convertible Debt and Other Debt as of September 30, 2024:

The following table presents the interest expense related to the contractual interest coupon and the amortization of debt discounts on the lines of credit:

 SCHEDULE OF INTEREST EXPENSE RELATED TO THE CONTRACTUAL INTEREST COUPON AND THE AMORTIZATION OF DEBT DISCOUNTS 

Maturity analysis under the line of credit agreements for the fiscal years ended September 30,

 SCHEDULE OF MATURITY ANALYSIS UNDER LINE OF CREDIT AGREEMENTS 

Revolving Lines of Credit

Excel $2.5M Revolving Line of Credit

Effective as of December 14, 2023, we entered into a Secured Revolving Line of Credit Loan Agreement with Excel Family Partners, LLLP, an entity managed by Bruce Cassidy (“Mr. Cassidy”), Executive Chairman of our Board of Directors and our majority stockholder, (“Excel” and the “Excel $2.5M Revolving Line of Credit Agreement”) for up to a principal sum of $2,500,000, under which we may pay down and re-borrow up to the maximum amount of the $2,500,000 limit (the “Excel $2.5M Revolving Line of Credit”). Our drawdown on the Excel $2.5M Revolving Line of Credit is limited to no more than 25% of the last three full months’ revenue, not to exceed $1,250,000 in any quarter, and not to exceed in aggregate the outstanding debt amount of $2,500,000. The Excel $2.5M Revolving Line of Credit is a perpetual loan, with a maturity date that is twelve (12) months from the date of formal notice of termination by Excel, and accrues interest, payable semi-annually in arrears, at a fixed rate of interest equal to 10% per year. Under the Excel $2.5M Revolving Line of Credit Agreement, we granted to Excel a security interest in all of our present and future assets and properties, real or personal, tangible or intangible, wherever located, including products and proceeds thereof, which security interest is pari passu with the May 13, 2022, Secured Non-Revolving Line of Credit Loan Agreement (the “RAT Non-Revolving Line of Credit Agreement”) entered into with several institutions and individuals (each, a “RAT Lender”) for an aggregate principal amount of $2,200,000 (the “RAT Non-Revolving Line of Credit”) and the May 2023 Secured Line of Credit (as defined below), but is subordinate in rights to GemCap under the GemCap Revolving Line of Credit Agreement (each as described below). As a result of the GemCap Litigation Settlement (as described below), this subordination no longer applies. See “—GemCap Revolving Line of Credit.”

Under the terms of the Excel $2.5M Revolving Line of Credit Agreement, on December 14, 2023, we issued to Excel a warrant to purchase up to an aggregate of 3,125,000 shares of our common stock. The warrant has an exercise price of $0.80 per share, which was the closing price of our common stock on December 13, 2023, expires on December 14, 2026, and is exercisable at any time prior to such date, to the extent that after giving effect to such exercise, Excel and its affiliates would beneficially own, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, no more than 29.99% of the outstanding shares of our common stock.

On December 3, 2024, and effective retroactively to July 1, 2024, we entered into a Secured Revolving Line of Credit Loan Agreement Amendment with Excel to extend the date on which the first payment of interest is due under the Excel Revolving Line of Credit by one (1) year from July 1, 2024, to July 1, 2025.

The Excel $2.5 Revolving Line of Credit had a balance, including accrued interest, amounting to $2,774,257 and $2,646,479 as of March 31, 2025, and September 30, 2024, respectively. We incurred interest expense for the Excel Revolving Line of Credit in the amount of $147,495 and $118,284 for the three months ended March 31, 2025, and 2024, respectively and $294,989 and $118,284 for the six months ended March 31, 2025, and 2024, respectively.

GemCap Revolving Line of Credit Agreement

Effective as of July 29, 2022, we entered into a Loan and Security Agreement with Industrial Funding Group, Inc. (the “Initial Lender”) for a revolving loan credit facility for the initial principal sum of up to $4,000,000, and through the exercise of an accordion feature, a total sum of up to $10,000,000 (the “GemCap Revolving Line of Credit Agreement”), evidenced by a Revolving Loan Secured Promissory Note, also effective as of July 29, 2022 (the “GemCap Revolving Line of Credit”). In connection with the GemCap Revolving Line of Credit Agreement and the GemCap Revolving Line of Credit, we also executed and delivered to the Initial Lender the Loan Agreement Schedule dated as of July 29, 2022 (the “Loan Agreement Schedule”) and other Loan Documents (as defined in the GemCap Revolving Line of Credit Agreement). Shortly after the effective date of the GemCap Revolving Line of Credit, the Initial Lender assigned the GemCap Revolving Line of Credit Agreement, and the Loan Documents, to GemCap Solutions, LLC (“GemCap” or “Senior Lender.”)

Effective as of October 27, 2022, we entered into Amendment Number 1 to the Loan and Security Agreement and to the Revolving Loan Agreement Schedule, and the Amended and Restated Secured Promissory Note (Revolving Loans) with the Senior Lender to increase the principal sum available under the GemCap Revolving Line of Credit Agreement from $4,000,000 to $6,000,000.

The GemCap Revolving Line of Credit had an original maturity date of July 29, 2024, and began accruing interest on the unpaid principal balance of advances, payable monthly in arrears, on September 7, 2022, at an annual rate equal to the greater of (I) the sum of (i) the “Prime Rate” as reported in the “Money Rates” column of The Wall Street Journal, adjusted as and when such Prime Rate changes, plus (ii) 0.00%, and (II) 4.00%. Availability for borrowing under the GemCap Revolving Line of Credit was dependent upon our assets in certain eligible accounts and measures of revenue, subject to reduction for reserves that the Senior Lender may require in its discretion, and the accordion feature is a provision whereby we were able to request that the Senior Lender increase availability under the GemCap Revolving Line of Credit, subject to its sole discretion.

Under the GemCap Revolving Line of Credit Agreement, we granted to the Senior Lender a first-priority security interest in all of our present and future property and assets, including products and proceeds thereof. In connection with the loan, our existing secured lenders, some of whom are the RAT Lenders under our RAT Non-Revolving Line of Credit (each as defined below) (collectively, the “Subordinated Lenders”) delivered subordination agreements (the “GemCap Subordination Agreements”) to the Senior Lender. We are permitted to make regularly scheduled payments, including payments upon maturity, to such subordinated lenders and potentially other payments subject to a measure of cash flow and receiving certain financing activity proceeds, in accordance with the terms of the GemCap Subordination Agreements. In connection with the delivery of the GemCap Subordination Agreements by the Subordinated Lenders, on July 29, 2022, we issued warrants to each Subordinated Lender on identical terms for an aggregate of up to 296,329 shares of our common stock (each, a “Subordination Agreement Warrant”). Each Subordination Agreement Warrant has an exercise price of $5.25 per share, expires on July 29, 2025, and is exercisable at any time prior to such date. One warrant for 191,570 warrant shares was issued to Eagle Investment Group, LLC, an entity managed by Mr. Cassidy, as directed by its affiliate, Excel, one of the Subordinated Lenders. The Subordinated Lenders receiving warrants for the remaining 104,759 warrant shares were also entitled to receive a cash payment of $22,000 six months from the date of the GemCap Subordination Agreements, representing 1.00% of the outstanding principal amount of the loan held by such Subordinated Lenders. This cash payment was made to those Subordinated Lenders on January 25, 2023.

Effective July 29, 2024, we entered into Amendment Number 2 to the Loan and Security Agreement, the Loan Agreement Schedule, the Revolving Loan Note and to the other Loan Documents (the “Loan Agreement Amendment No. 2”) to amend certain material terms, including (i) to extend the maturity date of the Loan Agreement by one (1) year from July 29, 2024, to July 29, 2025, and (ii) to make Retail Media TV, Inc., our wholly-owned subsidiary (“RMTV”), a co-borrower thereunder.

The GemCap Revolving Line of Credit had a balance, including accrued interest, amounting to $0 and $2,916,763 as of March 31, 2025, and September 30, 2024, respectively. We incurred interest expense for the GemCap Revolving Line of Credit in the amount of $0 and $332,332 for the three months ended March 31, 2025 and 2024, respectively, and $98,367 and $707,962 for the six months ended March 31, 2025 and 2024, respectively.

Pursuant to the Settlement Agreement and Mutual Release entered into between us and GemCap on November 27, 2024, all amounts, including principal and accrued interest, owing to GemCap were paid off and all of our obligations to GemCap have been extinguished (as discussed below).

The GemCap Litigation Settlement

On October 29, 2024, we, along with RMTV, received a notice and reservation of rights letter (the “Reservation of Rights Notice”) from GemCap Solutions, LLC (“GemCap” or the “Senior Lender”) under its revolving line of credit facility (the “GemCap Revolving Line of Credit Agreement”) informing us that events of default had occurred and were continuing under the GemCap Revolving Line of Credit Agreement as a result of our incurrence of indebtedness under the Bellino Trust $2M Convertible Note (defined below), which, was not expressly subordinated to our indebtedness to the Senior Lender pursuant to a subordination agreement in form and substance satisfactory to the Senior Lender.

On November 5, 2024, we received an acceleration notice (the “Acceleration Notice”) from GemCap demanding payment of the full amount outstanding on the Revolving Loan Facility by November 8, 2024 (the “Demand”). On November 7, 2024, the Senior Lender orally agreed to suspend the Demand deadline to allow us to enter into negotiations with it for a forbearance of the Demand for a period of time to work toward a mutually agreeable resolution. On November 13, 2024, GemCap rescinded its offer to negotiate a forbearance of the Demand and delivered to us the Lender a Notice of Secured Party Public Sale Pursuant to Section 9-610 of the Uniform Commercial Code (“UCC” and such notice, the “Public Sale Notice”) purporting to set a sale, under the UCC, of our personal property in order to foreclose the security interest it held in and to our assets. Concurrently with the delivery of the Public Sale Notice, GemCap issued a press release announcing the same.

Also on November 13, 2024, we filed a lawsuit in the United States District Court for the Western District of Texas San Antonio Division (the “US District Court”) seeking relief against GemCap for breach of contract and breach of implied duty of good faith and fair dealing, and an Application for an Emergency Temporary Restraining Order and Preliminary Injunction seeking preliminary injunctive relief to prevent GemCap from exercising or continuing to exercise its default remedies under the Loan Documents (the “Federal Court Lawsuit”). On November 15, 2024, the US District Court issued an order (the “US District Court Order”) regarding our application for preliminary injunctive relief, granting in part our application, temporarily enjoining GemCap from auctioning our personal property, but denied the application in all other respects.

Following receipt of notice that the US District Court lacked subject matter jurisdiction to hear our Federal Court Lawsuit, we filed a Notice of Voluntary Dismissal in the US District Court and on November 21, 2024, we refiled our lawsuit and application for temporary and permanent injunctive relief in the District Court for Bexar County, Texas (the “State Court Lawsuit”). On November 25, 2024, GemCap filed a counterclaim against us, claiming breach of contract and common law fraud and seeking economic and exemplary damages, as well as fees and costs (the “GemCap Counterclaim”). On the same day, we were granted a hearing in the Bexar County District Court in San Antonio, at which our petition for temporary relief was denied (the “Texas State Court Order”).

Following the Texas State Court Order, we entered into settlement negotiations with GemCap, and on November 27, 2024, we reached a payoff arrangement pursuant to which we agreed to pay to GemCap a total payoff amount, including outstanding principal, accrued interest and fees and a legal reserve, of $1,644,613.41 (the “Payoff Amount”), and entered into a Settlement Agreement and Mutual Release with GemCap (the “GemCap Settlement Agreement” and together with the Payoff Amount, the “GemCap Litigation Settlement”), effective as of November 27, 2024, pursuant to which, (a) in return for the Payoff Amount, GemCap was required to release all security interests in our bank accounts, property and intellectual property and, by notice to all parties who received notice of the public sale of our property and by issuance of a press release, cancel the public sale of our property, and (b) each of the Company and GemCap agree to a full release of all claims and counterclaims related to the GemCap Lawsuit, including the State Court Lawsuit and the GemCap Counterclaim, respectively, and such claims were dismissed with prejudice.

Capital Foundry Revolving Line of Credit

Effective as of February 3, 2025, we entered into a Loan and Security Agreement with Capital Foundry Funding, LLC (“Capital Foundry” and such agreement, the “Capital Foundry Loan Agreement”) for a revolving line of credit facility for the principal sum of up to $2.0 million (the “Capital Foundry Loan”), evidenced by a Promissory Note (the “Capital Foundry Note”), also effective as of February 3, 2025.

The loan matures on February 2, 2028, or if the term of the Capital Foundry Loan Agreement has been extended, the end of the then current Renewal Term (as such term is defined in the Capital Foundry Loan Agreement) and accrues interest on the unpaid principal balance of advances, payable monthly in arrears, at an annual rate equal to the sum of (i) the “Prime Rate” as reported in the “Money Rates” column of The Wall Street Journal, adjusted as and when such Prime Rate changes, plus (ii) 750 basis points (7.5%) per annum.

Under the Capital Foundry Loan Agreement, we granted to Capital Foundry a first-priority security interest in all of our present and future property and assets, including products and proceeds thereof. In connection with the Capital Foundry Loan, certain of our existing secured lenders, including Excel, and certain equipment financing lenders, have delivered subordination agreements to Capital Foundry (each lender, a “Subordinated Lender” and together, the “Subordinated Lenders”), in form and substance satisfactory, and on terms acceptable, to Capital Foundry (each a “Subordination Agreement”).

The Capital Foundry Loan Agreement had a balance, including accrued interest, amounting to $952,492 and $0 as of March 31, 2025, and September 30, 2024, respectively. We incurred interest expense under the Capital Foundry Loan Agreement in the amount of $29,446 and $0 for the three months ended March 31, 2025, and 2024, respectively, and $29,446 and $0 for the six months ended March 31, 2025, and 2024, respectively.

Non-Revolving Lines of Credit

RAT Non-Revolving Line of Credit

Effective as of May 13, 2022, we entered into a Secured Non-Revolving Line of Credit Loan Agreement (the “RAT Non-Revolving Line of Credit Agreement”) with several institutions and individuals (each a “RAT Lender” and collectively, the “RAT Lenders”) and RAT Investment Holdings, LP, as administrator of the loan (the “Loan Administrator”) for an aggregate principal amount of $2,200,000 (the “RAT Non-Revolving Line of Credit”), evidenced by a Non-Revolving Line of Credit Promissory Note (the “RAT Note”), also effective as of May 13, 2022. Pursuant to the terms of the RAT Non-Revolving Line of Credit Agreement, the RAT Non-Revolving Line of Credit matured eighteen (18) months from the effective date of the RAT Non-Revolving Line of Credit (the “Original RAT Line of Credit Maturity Date”) and accrues interest, payable semi-annually in arrears, at a fixed rate of interest equal to 12% per year. Under the RAT Non-Revolving Line of Credit Agreement, we granted to the RAT Lenders a security interest in all of our present and future assets and properties, real or personal, tangible or intangible, wherever located, including products and proceeds thereof, which security interest is pari passu with the Excel Revolving Line of Credit Agreement (as defined above) and the May 2023 Secured Line of Credit Agreement (as defined below) and (each of which are subordinated in connection with our GemCap Revolving Line of Credit Agreement (as defined above)). As a result of the GemCap Litigation Settlement (as described above), this subordination no longer applies. See “—GemCap Revolving Line of Credit.” In connection with the RAT Non-Revolving Line of Credit Agreement, on May 13, 2022, we issued a warrant (collectively, the “RAT Loan Warrants”) to each RAT Lender for an aggregate of up to 209,522 shares of our common stock. Each RAT Loan Warrant had an exercise price of $5.25 per share, expires on May 13, 2025, and is exercisable at any time prior to the expiration date.

Effective as of November 13, 2023, we entered into a Non-Revolving Line of Credit Loan Agreement Amendment (the “RAT Non-Revolving Line of Credit Agreement Amendment”) with the RAT Lenders to: (i) extend the Original RAT Line of Credit Maturity Date from eighteen (18) months to twenty-seven (27) months from the date of the RAT Non-Revolving Line of Credit Agreement, or August 13, 2024 (the “First Extended RAT Line of Credit Maturity Date”); and (ii) amend the payment terms of the RAT Non-Revolving Line of Credit such that payment of interest or principal under the RAT Non-Revolving Line of Credit Agreement and the RAT Note will be due and payable from November 13, 2023, to the First Extended RAT Line of Credit Maturity Date, as follows (a) one payment of $374,000 on November 13, 2023, and (b) nine (9) monthly payments of principal of $220,000 plus accrued interest, commencing December 13, 2023. In consideration for the extension of the Original RAT Line of Credit Maturity Date, we agreed to amend the terms of the RAT Loan Warrants as well as the Subordination Agreement Warrants issued to the RAT Lenders in connection with the GemCap Subordination Agreements described above to reduce the warrant exercise price to $1.00. See “—GemCap Revolving Line of Credit.” We also agreed to apply one-third of the net proceeds of any capital raise that takes place subsequent to the date of the RAT Non-Revolving Line of Credit Agreement Amendment, other than proceeds from an equity offering under any at-the-market (“ATM”) program or from an affiliate or insider, toward paying down the then outstanding principal amount due under the RAT Non-Revolving Line of Credit. Pursuant to the RAT Non-Revolving Line of Credit Agreement Amendment #1, each RAT Lender agreed to enter into a lock-up agreement restricting the disposal of any shares of our common stock that are issued in connection with the exercise of the RAT Loan Warrants or the Subordination Agreement Warrants for a period of twelve (12) months from the date of the RAT Non-Revolving Line of Credit Agreement Amendment #1. Effective as of November 13, 2023, we issued an Amended and Restated Non-Revolving Line of Credit Promissory Note Amendment to the Lenders reflecting the extension of the Original RAT Line of Credit Maturity Date.

On April 18, 2024, we entered into that certain Non-Revolving Line of Credit Loan Agreement Amendment #2 (the “RAT Non-Revolving Line of Credit Agreement Amendment #2”) with the RAT Lenders to: (i) extend the Original RAT Line of Credit Maturity Date from eighteen (18) months to thirty-two (32) months from the date of the RAT Non-Revolving Line of Credit Agreement, or January 13, 2025 (the “Second Extended RAT Line of Credit Maturity Date”); and (ii) amend the payment terms of the RAT Non-Revolving Line of Credit such that payments of interest and principal under the RAT Non-Revolving Line of Credit Agreement and the RAT Note are due and payable from April 13, 2024, to the Second Extended RAT Line of Credit Maturity Date, as follows: (a) one payment of $121,000, comprised of accrued interest of $11,000 through April 13, 2024, and an initial payment of principal of $110,000, due on April 13, 2024; and (b) nine (9) monthly payments of principal of $110,000, plus accrued interest, commencing on May 13, 2024. We issued a Second Amended and Restated Non-Revolving Line of Credit Promissory Note, effective April 13, 2024, to the RAT Lenders reflecting the extension of the Original RAT Line of Credit Maturity Date.

On May 31, 2024, we entered into a Non-Revolving Line of Credit Waiver and Consent Agreement (the “Waiver and Consent”), with the Loan Administrator, effective as of and contingent upon the closing of the Offerings (each as defined and described below), waiving certain provisions of the RAT Non-Revolving Line of Credit Agreement Amendment #1, pursuant to which the RAT Lenders agreed to irrevocably waive their rights to receive one-third (1/3) of the net proceeds of any non-affiliate capital raise, including the Offerings, and consent to us not paying any of such proceeds to the RAT Lenders. In consideration for entering into the Waiver and Consent, we agreed to reduce the exercise price of the RAT Loan Warrants and the Subordination Agreement Warrants held by the RAT Lenders to purchase an aggregate of 314,281 shares of common stock from $1.00 to $0.24. See “Note 11 – The Registered Offering and the Concurrent Private Placement Offering” below.

On November 21, 2024, the outstanding principal and accrued interest in the amount of $334,575.50 on the RAT Non-Revolving Line of Credit was paid off and all of our obligations under the RAT Non-Revolving Line of Credit Agreement were extinguished.

The RAT Non-Revolving Line of Credit had a balance, including accrued interest, amounting to $0 and $442,107 as of March 31, 2025, and September 30, 2024, respectively. We incurred interest expense for the RAT Non-Revolving Line of Credit in the amount of $0 and $151,031 for the three months ended March 31, 2025, and 2024, respectively, and $6,583 and $310,009 for the six months ended March 31, 2025, and 2024, respectively.

May 2023 Secured Loan

Effective as of May 10, 2023, we entered into a Secured Non-Revolving Line of Credit Loan Agreement (the “May 2023 Secured Line of Credit Agreement”) with several individuals and institutional lenders for aggregate loans of up to $4.0 million (the “May 2023 Secured Line of Credit”), evidenced by Secured Non-Revolving Line of Credit Promissory Notes (each a “May 2023 Secured Note” and collectively, the “May 2023 Secured Notes”), also effective as of May 10, 2023. The May 2023 Secured Line of Credit matures twenty-four (24) months from the date of the May 2023 Secured Line of Credit Agreement and accrues interest, payable semi-annually in arrears, at a fixed rate of interest equal to 12% per year. We granted to the lenders under the May 2023 Secured Line of Credit Agreement a security interest in all of our present and future assets and properties, real or personal, tangible or intangible, wherever located, including products and proceeds thereof, which security interest is pari passu with the RAT Non-Revolving Line of Credit Agreement and the Excel Revolving Line of Credit Agreement, but is subordinate in rights to GemCap under the GemCap Revolving Line of Credit Agreement. As a result of the GemCap Litigation Settlement (as described above), this subordination no longer applies. See “—GemCap Revolving Line of Credit.”

In connection with the May 2023 Secured Line of Credit, on May 10, 2023, we agreed to issue to each lender under the May 2023 Secured Line of Credit Agreement, upon drawdown, a warrant to purchase up to an aggregate of 369,517 shares of our common stock. The warrants have an exercise price of $4.33 per share, expire on May 10, 2026, and are exercisable at any time prior to such date.

As of May 10, 2023, Excel committed to be a lender under the May 2023 Secured Line of Credit Agreement for an aggregate loan of $2.65 million, and as of September 11, 2023, Excel had not loaned any funds under the May 2023 Secured Line of Credit. On May 31, 2023, we entered into a Secured Non-Revolving Line of Credit Loan Agreement (the “Excel $2.2M Secured Line of Credit Agreement”) with Excel for an aggregate principal amount of up to $2,200,000 (the “Excel $2.2M Line of Credit”), evidenced by a Non-Revolving Line of Credit Promissory Note (the “Excel $2.2M Note”). Pursuant to the terms of a Pay Off Letter Agreement with Excel dated September 12, 2023, we refinanced the outstanding principal and interest of the Excel $2.2M Line of Credit to be included as part of the obligations of the May 2023 Secured Line of Credit Agreement. As a result of such refinancing, as of September 12, 2023, no principal or interest remained outstanding under the Excel $2.2M Secured Line of Credit, and the Excel $2.2M Secured Line of Credit Agreement was terminated, and as of September 12, 2023, Excel had loaned $2,266,733 under the May 2023 Secured Line of Credit Agreement and received a warrant to purchase 209,398 shares of our common stock.

As of December 14, 2023, the outstanding principal and interest on Excel’s portion of the May 2023 Secured Line of Credit was $2,328,617 (the “Excel May 2023 Secured Line of Credit Pay Off Amount”) of the total aggregate principal and interest outstanding under the May 2023 Secured Line of Credit of $3,262,817. On December 14, 2023, Excel agreed to convert the Excel May 2023 Secured Line of Credit Pay-Off Amount owed under the May 2023 Secured Line of Credit Agreement into 2,910,771 shares of our common stock at a conversion price per share of $0.80. In addition, in connection with the Warrant Repricing (as defined below), on December 14, 2023, Excel agreed to reprice the per share warrant exercise price of the warrant for 209,398 shares of our common stock to $0.80 per warrant share and immediately exercised the warrant, delivering the net proceeds of $167,518.40 to us. See “—Repricing and Exercise of Certain Warrants.”

On December 31, 2023, one of the remaining lenders under the May 2023 Secured Line of Credit converted $101,699.83 in outstanding principal and interest into 127,124 shares of our common stock at a conversion price per share of $0.80. As of March 31, 2025, warrants for a total of 83,142 warrant shares had been issued to the remaining lenders in connection with the May 2023 Secured Line of Credit and remain outstanding.

The May 2023 Secured Note had a principal balance, including accrued interest, amounting to $909,333 and $885,333 as of March 31, 2025, and September 30, 2024, respectively. We incurred interest expense for the May 2023 Secured Note in the amount of $80,179 and $120,443 for the three months ended March 31, 2025, and 2024, respectively, and $160,357 and $213,343 for the six months ended March 31, 2025, and 2024, respectively.

Excel $1.0M Line of Credit

On March 28, 2024, we entered into a Secured Non-Revolving Line of Credit Loan Agreement with Excel, an entity managed by Mr. Cassidy (“Excel $1.0M Secured Line of Credit Agreement”) for an aggregate principal amount of up to $1,000,000 (the “Excel $1.0M Line of Credit”), evidenced by a Secured Non-Revolving Line of Credit Promissory Note (the “Excel $1.0M Note”). The Excel $1.0M Line of Credit matures one hundred eighty (180) days from the date of the Excel $1.0M Secured Line of Credit Agreement (the “Excel $1.0M Line of Maturity Date”) and accrues interest, payable in arrears on the Excel $1.0M Line of Credit Maturity Date, at a fixed rate of interest equal to 12% per year.

Under the Excel $1.0M Secured Line of Credit Agreement, we granted to Excel a security interest in all of our present and future assets and properties, real or personal, tangible or intangible, wherever located, including products and proceeds thereof, which security interest was subordinate in rights to GemCap under the GemCap Revolving Line of Credit Agreement. As a result of the GemCap Litigation Settlement (as described above), this subordination no longer applies. See “—GemCap Revolving Line of Credit.”

On May 31, 2024, we entered into a Waiver and Consent Letter Agreement with Excel (the “Excel Waiver Agreement”), effective as of and contingent upon the closing of the Registered Offering (as defined and described below), waiving certain provisions of the Excel $1.0M Secured Line of Credit Agreement, pursuant to which Excel irrevocably agreed to waive its rights to receive $500,000 of the net proceeds of any non-affiliate capital raise, including the Registered Offering, and consented to us not paying any of such proceeds to it, contingent upon the closing of such a non-affiliate capital raise, including the Registered Offering. See “Note 11 – The Registered Offering and the Concurrent Private Placement Offering” below.

On December 3, 2024, and effective retroactively to September 24, 2024, we entered into a Secured Non-Revolving Line of Credit Loan Agreement Amendment with Excel and issued to Excel an Amended and Restated Non-Revolving Line of Credit Promissory Note to Excel to extend the Original Excel $1.0M Line of Credit Maturity Date by twelve (12) months, from one hundred eighty (180) days from the date of the Excel $1.0M Secured Line of Credit Agreement to one hundred eighty (180) days plus twelve (12) months from the Excel $1.0M Secured Line of Credit Agreement, or to September 24, 2025.

On February 20, 2025, we entered into an Exchange Agreement pursuant to which the outstanding principal and accrued interest in the amount of $1,103,000 under the Excel $1.0M Note was exchanged into 26,261,905 restricted shares of our common stock at an exchange rate of $0.042 per share. As a result, our obligations under the Excel $1.0M Note were extinguished.

The Excel $1.0M Line of Credit had a balance, including accrued interest, amounting to $0 and $1,060,000 as of March 31, 2025, and September 30, 2024, respectively. We incurred interest expense for the Excel $1.0M Line of Credit in the amount of $10,333 and $1,000 for the three months ended March 31, 2025, and 2024, respectively, and $43,000 and $1,000 for the six months ended March 31, 2025, and 2024, respectively.

Convertible Notes

The Bellino Trust $2.0M Convertible Note

On October 18, 2024, we issued a Convertible Promissory Note to the Joseph G. Bellino Trust Dated November 30, 2023 (the “Bellino Trust”), in the principal amount of $2,000,000 (the “Bellino Trust $2.0M Convertible Note”). The Bellino Trust Convertible Note accrues interest at 30% per annum, unless converted into our common stock. The entire principal amount of the Bellino Trust $2M Convertible Note, plus accrued and unpaid interest, will be due and payable by us on the date that is twelve (12) months after the issue date (the “Bellino Trust Convertible Note Maturity Date”). The Bellino Trust $2.0M Convertible Note is guaranteed personally by Mr. Cassidy.

The Bellino Trust shall have the right, at any time, to convert all or any portion of the principal and interest due on the date of conversion into shares of our common stock at a conversion price that is 70% of the lowest volume-weighted average price of the common stock on any trading day during the ten (10) trading days prior to the respective conversion date, provided, however, that the Bellino Trust and its affiliates may not own greater than 4.99% of our outstanding shares of common stock at any time, as set forth in the Bellino Trust $2.0M Convertible Note. We may prepay the Bellino Trust $2.0M Convertible Note at any time prior to the Bellino Trust Convertible Note Maturity Date, subject to a prepayment fee equal to the aggregate and actual amount of interest remaining to be paid through the Bellino Trust Convertible Note Maturity Date.

The Bellino Trust $2.0M Convertible Note had a principal balance, with no accrued interest, amounting to $2,000,000 and $0 as of March 31, 2025, and September 30, 2024, respectively. We incurred interest expense for the Bellino Trust $2.0M Convertible Note in the amount of $150,000 and $0 for the three months ended March 31, 2025, and 2024, respectively, and $266,667 and $0 for the six months ended March 31, 2025, and 2024, respectively.

The Excel $3.0M Line of Credit Convertible Note

On November 27, 2024, we entered into a Non-Revolving Line of Credit Loan Agreement with Excel (the “Excel $3.0M Line of Credit Loan Agreement”), for an aggregate principal amount of up to $3,000,000 (the “Excel $3.0M Line of Credit”), evidenced by a Line of Credit Convertible Promissory Note (the “Excel $3.0M Line of Credit Convertible Note”).

The Excel $3.0M Line of Credit Convertible Note accrues interest at 20% per annum, unless converted into our common stock. The entire principal amount of the Excel $3.0M Convertible Note, plus accrued and unpaid interest, will be due and payable by us on the date that is twelve (12) months after the issue date (the “Excel $3.0M Convertible Note Maturity Date”); provided, however, that the Excel $3.0M Convertible Note Maturity Date may be extended by an additional twelve (12) months at our request and upon written consent by the Excel, which consent shall not be unreasonably withheld.

Excel shall have the right, at any time, to convert all or any portion of the principal and interest due on the date of conversion into shares of our common stock at a conversion price that is 70% of the lowest volume-weighted average price of the common stock on any trading day during the ten (10) trading days prior to the respective conversion date, provided, however, that Excel and its affiliates may not own greater than 29.99% of our outstanding shares of common stock at any time, as set forth in the Excel $3.0M Line of Credit Convertible Note. We may prepay the Excel $3.0M Line of Credit Convertible Note at any time prior to the Excel $3.0M Convertible Note Maturity Date.

The Excel $3.0M Line of Credit Convertible Note had a balance, including accrued interest, amounting to $3,210,794 and $0 as of March 31, 2025, and September 30, 2024, respectively. We incurred interest expense for the Excel $3.0M Line of Credit Convertible Note in the amount of $153,333 and $0 for the three months ended March 31, 2025, and 2024, respectively, and $210,794 and $0 for the six months ended March 31, 2025, and 2024, respectively. 

Other Debt Instruments

Agile Capital Finding, LLC

Agile $525,000 Loan

On August 26, 2024, we, along with our wholly-owned subsidiary, RMTV, entered into a Subordinated Business Loan and Security Agreement (the “Agile $525,000 Loan Agreement”) with Agile Capital Funding, LLC, a Virginia limited liability company (“Agile”) and Agile Capital Funding, LLC, as collateral agent (the “Agile Collateral Agent”), evidenced by a Subordinated Secured Promissory Note in the principal amount of $525,000 (the “Agile $525,000 Note” and such loan, the “Agile $525,000 Loan”). Principal and interest in the aggregate amount of $756,000 under the Agile $525,000 Note was to be repaid in weekly payments of $27,000 and be repaid on or before the maturity date of March 10, 2025 (the “Agile $525,000 Loan Maturity Date”). We had the ability to prepay the Agile $525,000 Note prior to the Agile $525,000 Loan Maturity Date, subject to a prepayment fee equal to the aggregate and the actual amount of interest remaining to be paid through the Agile $525,000 Loan Maturity Date. Payments under the Agile $525,000 Note are expressly subordinated to our obligations under the GemCap Revolving Line of Credit Agreement and we granted the Agile Collateral Agent a security interest, for the benefit of Agile, in certain properties, our rights and assets, which security interest is subordinate in rights to GemCap under the GemCap Revolving Line of Credit Agreement. As a result of the GemCap Litigation Settlement (as described above), this subordination no longer applies. See “—GemCap Revolving Line of Credit.”

Pursuant to the terms of the Agile $660,000 Loan (defined below), on December 27, 2024, we refinanced the outstanding principal and interest of the Agile $525,000 Loan, amounting to $297,175, to be included as part of the obligations of the Agile $660,000 Loan. See “—Agile $660,000 Loan.” As a result of such refinancing, as of December 31, 2024, no principal or interest remained outstanding under the Agile $525,000 Loan, and the Agile $525,000 Loan Agreement was terminated.

Agile $388,500 Loan

On October 14, 2024, we, along with RMTV, entered into a Subordinated Business Loan and Security Agreement (the “Agile $388,500 Loan Agreement”) with Agile and the Agile Collateral Agent, evidenced by a Subordinated Secured Promissory Note in the principal amount of $388,500 (the “Agile $388,500 Note” and such loan the “Agile $388,500 Loan”). Principal and interest in the aggregate amount of $559,440 under the Agile $388,500 Note is repaid in weekly payments of $17,482.50 and shall be repaid on or before the maturity date of May 26, 2025 (the “Agile $388,500 Loan Maturity Date”). The Agile $388,500 Note may be prepaid prior to the Agile $388,500 Loan Maturity Date, subject to a prepayment fee equal to the aggregate and the actual amount of interest remaining to be paid through the Agile $388,500 Loan Maturity Date. Payments under the Agile $388,500 Note are expressly subordinated to our obligations under the GemCap Revolving Line of Credit Agreement and we granted the Agile Collateral Agent a security interest, for the benefit of the Agile, in certain properties, our rights and assets, which security interest was subordinate in rights to GemCap under the GemCap Revolving Line of Credit Agreement. As a result of the GemCap Litigation Settlement (as described above), this subordination no longer applies. See “—GemCap Revolving Line of Credit.”

Pursuant to the terms of the Agile $800,000 Loan (defined below), on March 25, 2025, we refinanced the outstanding principal and interest of the Agile $388,500 Loan, amounting to $157,417, to be included as part of the obligations of the Agile $800,000 Loan. See “—Agile $800,000 Loan.” As a result of such refinancing, as of March 31, 2025, no principal or interest remained outstanding under the Agile $388,500 Loan, and the Agile $388,500 Loan Agreement was terminated.

Agile $660,000 Loan

On December 27, 2024 (the “Agile $660,000 Agreement Effective Date”), we, along with RMTV, entered into a Subordinated Business Loan and Security Agreement (the “Agile $660,000 Loan Agreement” and together with the Agile $388,500 Loan Agreement, the “Agile Agreements”) with Agile and the Agile Collateral Agent, evidenced by a Subordinated Secured Promissory Note in the principal amount of $660,000 (the “Agile $660,000 Note” and such loan, the “Agile $660,000 Loan”). (The Agile $388,500 Note and the Agile $660,000 Note are together referred to as the “Agile Notes.”) Of the $660,000 proceeds from the Agile Loan, $297,175 was used to repay the outstanding balance of principal and interest on the Agile $525,000 Loan, with the balance, net an administration fee, of $329,825 being used for general operations. Principal and interest in the aggregate amount of $917,400 under the Agile $660,000 Note is repaid in weekly payments of $30,580 and shall be repaid on or before the maturity date of July 29, 2025 (the “Agile $660,000 Loan Maturity Date”). The Agile $660,000 Note may be prepaid prior to the Agile $660,000 Loan Maturity Date, subject to a prepayment fee equal to the aggregate and the actual amount of interest remaining to be paid through the Agile $660,000 Loan Maturity Date. The Agile $660,000 Note provides for discounts on prepayment of the Agile $660,000 Loan, including any partial prepayments, as follows: if paid within thirty (30) days of the Agile $600,000 Agreement Effective Date, the total aggregate principal and interest due on the Agile $660,000 Loan would be $759,000, and if paid within sixty (60) days of the Agile $600,000 Agreement Effective Date, the total principal and interest due would be $825,000. There can be no assurance that we will be able to make any prepayments, in part or in full, within these time frames or at all.

The Agile $660,000 Loan had a balance, including accrued interest, amounting to $456,419 and $0 as of March 31, 2025, and September 30, 2024, respectively. We incurred interest expense for the Agile $660,000 Loan in the amount of $170,946 and $0 for the three months ended March 31, 2025, and 2024, respectively, and $177,960 and $0 for the six months ended March 31, 2025, and 2024, respectively.

Agile $800,000 Loan

On March 25, 2025 (the “Agile $800,000 Agreement Effective Date”), we, along with RMTV, entered into a Subordinated Business Loan and Security Agreement (the “Agile $800,000 Loan Agreement” and together with the Agile $388,500 Loan Agreement, the Agile $660,000 Loan Agreement, the “Agile Agreements”) with Agile and the Agile Collateral Agent, evidenced by a Subordinated Secured Promissory Note in the principal amount of $800,000 (the “Agile $800,000 Note” and such loan, the “Agile $800,000 Loan”). (The Agile $388,500 Note, the Agile $660,000 Note and the Agile $800,000 Note are together referred to as the “Agile Notes.”) Of the $800,000 proceeds from the Agile Loan, $157,417.50 was used to repay the outstanding balance of principal and interest on the Agile $525,000 Loan, with the balance, net an administration fee, of $602,582.50 being used for general operations. Principal and interest in the aggregate amount of $1,112,000 under the Agile $800,000 Note is repaid in weekly payments of $37,066.67 commencing on April 3, 2025, and shall be repaid on or before the maturity date of October 23, 2025 (the “Agile $800,000 Loan Maturity Date”). The Agile $800,000 Note may be prepaid prior to the Agile $800,000 Loan Maturity Date, subject to a prepayment fee equal to the aggregate and the actual amount of interest remaining to be paid through the Agile $800,000 Loan Maturity Date. The Agile $800,000 Note provides for discounts on prepayment of the Agile $800,000 Loan, including any partial prepayments, as follows: if paid within thirty (30) days of the Agile $800,000 Agreement Effective Date, the total aggregate principal and interest due on the Agile $800,000 Loan would be $920,000; if paid within sixty (60) days of the Agile $800,000 Agreement Effective Date, the total principal and interest due would be $1,000,000; and if paid within ninety (90) days of the Agile $800,000 Agreement Effective Date, the total principal and interest due would be $1,056,000. There can be no assurance that we will be able to make any prepayments, in part or in full, within these time frames or at all.

The Agile $800,000 Loan had a balance, including accrued interest, amounting to $812,720 and $0 as of March 31, 2025, and September 30, 2024, respectively. We incurred interest expense for the Agile $800,000 Loan in the amount of $14,038 and $0 for the three months ended March 31, 2025, and 2024, respectively, and $14,038 and $0 for the six months ended March 31, 2025, and 2024, respectively.

Each of the Agile Agreements contains certain affirmative covenants, including but not limited to delivery of certain financial statements and providing the Agile Lender with prompt notice upon the occurrence of certain events as set forth in the Agile Agreements. We also agreed to certain negative covenants, including but not limited to a prohibition on the creation of additional liens with respect to the collateral and the sale of assets outside of the ordinary course of business, without the prior written consent of the Agile Lender. We granted the Agile Collateral Agent a security interest, for the benefit of the Agile Lender, in certain properties, our rights and assets, as set forth in each Agile Agreement. The Agile Collateral Agent shall only be permitted to perfect its interest in and file a financing statement upon an Event of Default (as defined in the Agile Agreements).

The Agile Agreements provide for certain standard events of defaults, including but not limited to the (i) failure to make any required payment under the Agile Notes, (ii) occurrence of a material adverse change in the business, operations, or condition of the Company or the Company and our subsidiaries, as a whole, and (iii) the filing of any notice of a lien, levy, or assessment against us or our material subsidiaries by any government agency. In addition to the fixed per annum rate that is otherwise applicable under the Agile Notes, a default interest rate of 5% will become effective upon the occurrence of an event of default under the Agile Notes.

CFG Purchase Agreement

On August 27, 2024, we entered into a Purchase Agreement (the “CFG Purchase Agreement”) with CFG Merchant Solutions, LLC (“CFG”), and Mr. Cassidy, as guarantor (the “CFG Guarantor”). The CFG Purchase Agreement provides for the purchase by CFG of our future receipts (the “Future Receipts”) valued at $962,500 (the “Amount Sold”) for a total purchase price of $700,000 (the “Purchase Price”). The percentage of Future Receipts to be paid back on a daily basis is 14.44% (the “Purchased Percentage”), which equals $4,812.60 (the “Daily Amount”). CFG is entitled to collect the Daily Amounts at the end of each week by debiting our bank account by an amount equaling $24,063 (the “Weekly Payment”) until the Amount Sold is paid in full. We granted the Buyer a security interest in certain of our properties, rights and assets, as set forth in the CFG Purchase Agreement, which security interest is subordinate in rights to GemCap under the GemCap Revolving Line of Credit Agreement. As a result of the GemCap Litigation Settlement (as described above), this subordination no longer applies. See “—GemCap Revolving Line of Credit.”

The CFG Purchase Agreement contains certain customary covenants, including but not limited to the delivery of financial statements to CFG and providing CFG prompt notice upon the occurrence of certain events as set forth in the CFG Purchase Agreement. We also agreed to certain negative covenants, including but not limited to a prohibition on the creation of additional liens with respect to the collateral and the sale of assets outside of the ordinary course of business, without the prior written consent of CFG. The CFG Guarantor has given a personal guaranty of our performance and obligations under the CFG Purchase Agreement.

The CFG Purchase Agreement provides for penalties upon the occurrence of a breach of the CFG Purchase Agreement, including but not limited to the (i) interference with CFG’s right to collect the Purchased Percentage or Daily Amount, (ii) breach of any terms or covenants contained in the CFG Purchase Agreement, and (iii) failure to provide bank statements within seven (7) calendar days after request from CFG. In addition to the Purchased Percentage that is otherwise applicable under the CFG Purchase Agreement, the greater of an amount equal to 5% of the undelivered Amount Sold at the time of the breach or $2,500 will become assessed upon the occurrence of a breach under the Agreement.

The CFG Purchase Agreement had a balance, including accrued interest, amounting to $221,671 and $653,414 as of March 31, 2025, and September 30, 2024, respectively. We incurred interest expense under the CFG Purchase Agreement in the amount of $75,456 and $0 for the three months ended March 31, 2025, and 2024, respectively, and $199,002 and $0 for the six months ended March 31, 2025, and 2024, respectively.

1800 Diagonal Lending, LLC

1800 Diagonal $138,000 Promissory Note

On October 11, 2024, we entered into a Securities Purchase Agreement (the “1800 Diagonal $138,000 Promissory Note Agreement”) with 1800 Diagonal Lending, LLC (the “1800 Diagonal Lender”), pursuant to which the 1800 Diagonal Lender made a loan to us, evidenced by a Promissory Note in the aggregate principal amount of $138,000, including an original issue discount of $23,000 (the “1800 Diagonal $138,000 Promissory Note”). Under the 1800 Diagonal $138,000 Promissory Note, we are required to make 10 monthly payments of $15,180, which includes a one-time interest charge of 10% ($13,800). The 1800 Diagonal $138,000 Promissory Note is not secured by any collateral and matures on August 15, 2025.

The 1800 Diagonal $138,000 Promissory Note Agreement had a balance, including accrued interest, amounting to $75,900 and $0 as of March 31, 2025, and September 30, 2024, respectively. We incurred interest expense under the 1800 Diagonal $138,000 Promissory Note Agreement in the amount of $14,337 and $0 for the three months ended March 31, 2025, and 2024, respectively, and $42,473 and $0 for the six months ended March 31, 2025, and 2024, respectively.

1800 Diagonal $49,200 Bridge Note

On October 11, 2024, we entered into a Securities Purchase Agreement with the 1800 Diagonal Lender (the “1800 Diagonal $49,200 Bridge Note Agreement”) pursuant to which the 1800 Diagonal Lender made a loan to us, evidenced by a Bridge Note in the aggregate principal amount of $49,200, including an original issue discount of $23,000 (the “1800 Diagonal $49,200 Bridge Note”). Under the 1800 Diagonal $49,200 Bridge Note, we are required to make an initial payment of $27,552, which includes a one-time interest charge of 12% ($5,904), on April 15, 2025, with four (4) subsequent payments of $6,888 due each month thereafter. The 1800 Diagonal $49,200 Bridge Note is not secured by any collateral and matures on August 15, 2025. Payments under the 1800 Diagonal Agreements were expressly subordinated to our obligations under the GemCap Revolving Line of Credit Agreement. As a result of the GemCap Litigation Settlement (as described above), this subordination no longer applies. See “—GemCap Revolving Line of Credit.”

The 1800 Diagonal $49,200 Bridge Note Agreement had a balance, including accrued interest, amounting to $55,104 and $0 as of March 31, 2025, and September 30, 2024, respectively. We incurred interest expense under the 1800 Diagonal $49,200 Bridge Note Agreement in the amount of $2,896 and $0 for the three months ended March 31, 2025, and 2024, respectively, and $11,697 and $0 for the six months ended March 31, 2025, and 2024, respectively.

1800 Diagonal $31,200 Promissory Note

On December 17, 2024, we entered into a Securities Purchase Agreement (the “1800 Diagonal $31,200 Promissory Note Agreement”) with 1800 Diagonal Lender, pursuant to which the 1800 Diagonal Lender made a loan to us, evidenced by a Promissory Note in the aggregate principal amount of $31,200, including an original issue discount of $5,200 (the “1800 Diagonal $31,200 Promissory Note”). Under the 1800 Diagonal $31,200 Promissory Note, we are required to make 10 monthly payments of $3,432, which includes a one-time interest charge of 10% ($3,120). The 1800 Diagonal $31,200 Promissory Note is not secured by any collateral and matures on October 15, 2025.

The 1800 Diagonal $31,200 Promissory Note Agreement had a balance, including accrued interest, amounting to $24,024 and $0 as of March 31, 2025, and September 30, 2024, respectively. We incurred interest expense under the 1800 Diagonal $31,200 Promissory Note Agreement in the amount of $1,691 and $0 for the three months ended March 31, 2025, and 2024, respectively, and $5,375 and $0 for the six months ended March 31, 2025, and 2024, respectively.

1800 Diagonal $96,000 Bridge Note

On December 17, 2024, we entered into a Securities Purchase Agreement with the 1800 Diagonal Lender (the “1800 Diagonal $96,000 Bridge Note Agreement,” and together with the 1800 Diagonal $138,000 Promissory Note Agreement, the 1800 Diagonal $49,200 Bridge Note Agreement and the 1800 Diagonal $31,200 Promissory Note Agreement, the “1800 Diagonal Loan Agreements”) pursuant to which the 1800 Diagonal Lender made a loan to us, evidenced by a Bridge Note in the aggregate principal amount of $96,000, including an original issue discount of $16,000 (the “1800 Diagonal $96,000 Bridge Note,” and together with the 1800 Diagonal $138,000 Promissory Note, the 1800 Diagonal $49,200 Bridge Note and the 1800 Diagonal $31,200 Promissory Note, each a “1800 Diagonal Note” and collectively, the “1800 Diagonal Notes”). Under the 1800 Diagonal $96,000 Bridge Note, we are required to make an initial payment of $53,760, which includes a one-time interest charge of 12% ($11,520), on June 15, 2025, with four (4) subsequent payments of $13,440 due each month thereafter. The 1800 Diagonal $96,000 Bridge Note is not secured by any collateral and matures on October 15, 2025.

The 1800 Diagonal $96,000 Bridge Note Agreement had a balance, including accrued interest, amounting to $107,520 and $0 as of March 31, 2025, and September 30, 2024, respectively. We incurred interest expense under the 1800 Diagonal $96,000 Bridge Note Agreement in the amount of $5,727 and $0 for the three months ended March 31, 2025, and 2024, respectively, and $19,156 and $0 for the six months ended March 31, 2025, and 2024, respectively.

The 1800 Diagonal Agreements contain certain customary representations, warranties, and covenants made by us, and contain customary events of default. Upon the occurrence and during the continuation of any such event of default, the respective 1800 Diagonal Note will become immediately due and payable, and we are obligated to pay to the 1800 Diagonal Lender an amount equal to 150% times the sum of (w) the then outstanding principal amount of the respective 1800 Diagonal Note No. 1 plus (x) accrued and unpaid interest on the unpaid principal amount of such 1800 Diagonal Note No. 1 to the date of payment plus (y) default interest at 22% per annum on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the 1800 Diagonal Lender pursuant to Article IV of each of the 1800 Diagonal Notes (amounts set forth in clauses (w), (x), (y) and (z) are collectively referred to as the “Default Amount”). If an event of default under a respective 1800 Diagonal Note occurs, the 1800 Diagonal Lender has the right to convert the balance owed pursuant to the respective 1800 Diagonal Note, including the Default Amount, into shares of our common stock at a conversion price equal to 70% of the average of the three (3) lowest trading prices for the common stock during the fifteen (15) trading days prior to the conversion date; provided, however, that each 1800 Diagonal Note contains a beneficial ownership limitation restricting the 1800 Diagonal Lender and its affiliates from owning greater than 4.99% of our outstanding shares of common stock at the time of such conversion, as set forth in each of the 1800 Diagonal Notes.

See Note 12 – Stock Options, Restricted Stock Units (RSUs) and Warrants for discussion on the repricing of certain existing warrants and the issuance of prefunded warrants.

Equipment Leases and Software Financings 

 SCHEDULE OF EQUIPMENT LEASE AND SOFTWARE FINANCING 

Balboa Capital

On March 14, 2024, we entered into an equipment financing agreement with Ameris Bank dba Balboa Capital (“Balboa Capital Equipment Financing Agreement”), which provides the terms and conditions for the debt financing of certain equipment (“Collateral”) for a cost of $112,379, payable in 36 consecutive monthly installments of principal and interest in the amount of approximately $3,750. In order to secure the payment and performance of Loop’s obligations under the Balboa Capital Equipment Financing Agreement, Loop granted to Balboa Capital a continuing security interest in all of Loop’s right, title and interest in the Collateral. At March 31, 2025, there was an unpaid principal balance of $79,382 and we were in compliance with all financial covenants of the Balboa Capital Equipment Financing Agreement.

De Lage Landen Financial Services

On April 10, 2024, we entered into an equipment lease financing agreement with De Lage Landen Financial Services (“De Lage Landen Equipment Lease Financing Agreement #1”), for a cost of $248,456, payable in 36 consecutive monthly installments of principal and interest in the amount of approximately $8,250. At March 31, 2025, there was an unpaid principal balance of $181,645 and we were in compliance with all financial covenants of the De Lage Landen Equipment Financing Agreement #1.

On August 2, 2024, we entered into a closed-end financing agreement for software with De Lage Landen Financial Services (“De Lage Landen Software Financing Agreement), for a cost of $33,178, payable in 36 consecutive monthly installments of principal and interest in the amount of approximately $1,150. At March 31, 2025, there was an unpaid principal balance of $27,810 and we were in compliance with all financial covenants of the De Lage Landen Software Financing Agreement.

On August 19, 2024, we entered into a closed-end financing agreement for software with De Lage Landen Financial Services (“De Lage Landen Software Financing Agreement #2”), for a cost of $89,519, payable in 36 consecutive monthly installments of principal and interest in the amount of approximately $3,100. At March 31, 2025, there was an unpaid principal balance of $74,960 and we were in compliance with all financial covenants of the De Lage Landen Software Financing Agreement #2.

On September 12, 2024, we entered into a closed-end financing agreement for software and services with De Lage Landen Financial Services (“De Lage Landen Software Financing Agreement #3”), for a cost of $60,228, payable in 36 consecutive monthly installments of principal and interest in the amount of approximately $2,075. At March 31, 2025, there was an unpaid principal balance of $51,914 and we were in compliance with all financial covenants of the De Lage Landen Software Financing Agreement #3.

On January 6, 2025, financing was initiated on a closed-end financing agreement for software and services with De Lage Landen Financial Services, (“De Lage Landen Software Financing Agreement #12”), for a cost of $87,561, payable in 36 consecutive monthly installments of principal and interest in the amount of approximately $3,002.78. At March 31, 2025, there was unpaid principal balance of $81,574 and we were in compliance with all financial covenants of the De Lage Landen Software Financing Agreement #12.

On February 21, 2025, we entered into a closed-end financing agreement for software and services with De Lage Landen Financial Services, (“De Lage Landen Software Financing Agreement #13”), for a cost of $142,363, payable in 36 consecutive monthly installments of principal and interest in the amount of approximately $4,882.13. At March 31, 2025, there was unpaid principal balance of $139,170 and we were in compliance with all financial covenants of the De Lage Landen Software Financing Agreement #13.

On February 13, 2025, we entered into a closed-end financing agreement for software and services with De Lage Landen Financial Services, (“De Lage Landen Software Financing Agreement #14”), for a cost of $108,000, payable in 36 consecutive monthly installments of principal and interest in the amount of approximately $3,695.56. At March 31, 2025, there was unpaid principal balance of $105,572 and we were in compliance with all financial covenants of the De Lage Landen Software Financing Agreement #14. 

WinTrust Specialty Finance

On May 23, 2024, we entered into an equipment financing agreement with WinTrust Specialty Finance a division of Beverly Bank & Trust Company, N.A. (“WinTrust Equipment Financing Agreement), which provides the terms and conditions for the debt financing of certain equipment (“Collateral”) for a cost of $45,000, payable in 24 consecutive monthly installments of principal and interest in the amount of approximately $2,200. In order to secure the payment and performance of Loop’s obligations under the WinTrust Equipment Financing Agreement, Loop granted to WinTrust a continuing security interest in all of Loop’s right, title and interest in the Collateral. At March 31, 2025, there was an unpaid principal balance of $29,751 and we were in compliance with all financial covenants of the WinTrust Equipment Financing Agreement.

BMO Bank N.A.

On August 15, 2024, we entered into an equipment financing agreement with BMO Bank N.A. (“BMO Equipment Financing Agreement”), which provides the terms and conditions for the debt financing of certain equipment (“Collateral”) for a cost of $65,000, payable in 24 consecutive monthly installments of principal and interest in the amount of approximately $3,000. In order to secure the payment and performance of Loop’s obligations under the BMO Equipment Financing Agreement, Loop granted to BMO a continuing security interest in all of Loop’s right, title and interest in the Collateral. At March 31, 2025, there was an unpaid principal balance of $44,787 and we were in compliance with all financial covenants of the BMO Equipment Financing Agreement.

Alliance Funding Group

On October 9, 2024, we entered into an equipment financing agreement with Alliance Funding Group. (“AFG Equipment Financing Agreement No. 1”), which provides the terms and conditions for the debt financing of certain equipment (“Collateral”) for a cost of $99,972, payable in 36 consecutive monthly installments of principal and interest in the amount of approximately $4,011. In order to secure the payment and performance of Loop’s obligations under the AFG Equipment Financing Agreement No. 1, Loop granted to AFG a continuing security interest in all of Loop’s right, title and interest in the Collateral. At March 31, 2025, there was an unpaid principal balance of $92,243 and we were in compliance with all financial covenants of the AFG Equipment Financing Agreement No. 1.

On October 9, 2024, we entered into an equipment financing agreement with Alliance Funding Group. (“AFG Equipment Financing Agreement No. 2”), which provides the terms and conditions for the debt financing of certain equipment (“Collateral”) for a cost of $99,972, payable in 36 consecutive monthly installments of principal and interest in the amount of approximately $4,011. In order to secure the payment and performance of Loop’s obligations under the AFG Equipment Financing Agreement No 2, Loop granted to AFG a continuing security interest in all of Loop’s right, title and interest in the Collateral. At March 31, 2025, there was an unpaid principal balance of $92,243 and we were in compliance with all financial covenants of the AFG Equipment Financing Agreement No. 2.

Dell

On January 7, 2025, we entered into an equipment financing agreement with Dell Financing Group, (“Dell Equipment Financing Agreement”), which provides the terms and conditions for the debt financing of certain equipment (“Collateral”) for a cost of $300,000, payable in 24 consecutive monthly installments of principal and interest in the amount of approximately $14,122. In order to secure the payment and performance of Loop’s obligations under the Dell Equipment Financing Agreement, Loop granted to Dell a continuing security interest in all of Loop’s right, title and interest in the Collateral. At March 31, 2025, there was unpaid principal balance of $277,643 and we were in compliance with all financial covenants of the Dell Equipment Financing Agreement.

PEAC

On February 5, 2025, we entered into an equipment financing agreement with Dell Financing Group, (“PEAC Equipment Financing Agreement”), which provides the terms and conditions for the debt financing of certain equipment (“Collateral”) for a cost of $30,900, payable in 36 consecutive monthly installments of principal and interest in the amount of approximately $1,075. In order to secure the payment and performance of Loop’s obligations under the PEAC Equipment Financing Agreement, Loop granted to PEAC a continuing security interest in all of Loop’s right, title and interest in the Collateral. At March 31, 2025, there was unpaid principal balance of $30,219 and we were in compliance with all financial covenants of the PEAC Equipment Financing Agreement.