SUBSEQUENT EVENTS |
6 Months Ended |
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Jun. 30, 2025 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE N – SUBSEQUENT EVENTS
On July 2, 2025, the Advance was converted into an unsecured promissory note initially due on July 2, 2026. The note bears simple interest at a rate of 7% per annum. The maturity date of the note may be extended by an additional six months in the sole discretion of the Company up to four times.
In July 2025, the president of the Company loaned the Company $15,000 pursuant to an unsecured promissory note initially due on July 25, 2026. The note bears simple interest at a rate of 7% per annum. The maturity date of the note may be extended by an additional six months in the sole discretion of the Company up to four times.
In July 2025, the Company issued a total of 18,750 shares of the Company’s common stock to the Company’s five directors as compensation for services provided to the Company during the second quarter of 2025, valued at a total of $93,750.
In July 2025, we commenced an offering of up to $1,000,000 of convertible promissory notes (“2025-2 Notes”) pursuant to a private placement in accordance with Rule 506(b) of Regulation D of the Securities Act (the “2025 Note Offering”). The 2025-2 Notes will initially be due and payable on or before March 31, 2026, unless extended by the Company for six months up to two times. The 2025 Notes will automatically be converted into shares of the Company’s common stock at a price per share of $1.00 if following the issuance of the 2025 Notes the Company’s common stock (i) trades an average daily trading volume of 50,000 or greater for 10 consecutive trading days and (ii) achieves an intraday or closing price of $5.00 for 10 consecutive trading days (together, the “Trading Thresholds”). Upon the automatic conversion of the 2025-2 Notes, the Company will, no later than 30 trading days from the date of such conversion following satisfaction of the Trading Thresholds, file with the Securities and Exchange Commission a registration on Form S-1 (or such other form as may be available) to register the shares underlying all outstanding 2025-2 Notes; provided, however, that if such registration statement is due at a time in which the Company cannot file such registration statement because the Company has stale financial statements, then the Company shall file such registration statement by not later than ten days following the date on which the filing of such financial statements are due. If the 2025-2 Notes have not otherwise been automatically converted into shares of the Company’s common stock, these noteholders will have the option, on or before the maturity date, to convert all or a portion of their outstanding 2025-2 Notes into shares of the Company’s common stock at a rate equal to $1.00 per share and, immediately upon the conversion, the converting noteholders will be issued a number of new warrants from the Company equal to the dollar amount of the conversion divided by $1.00 (the “2025-2 Warrants”). The 2025-2 Warrants will be exercisable until December 31, 2026 at an exercise price of $1.00, provided, that ten (10) days after the common stock of the Company commences trading on the NASDAQ Capital Market or equivalent or higher public securities trading market, the exercise price shall thereafter be the greater of (i) $1.00 or (ii) 85% of the average closing price of the Company’s common stock, as quoted on the public securities trading market on which the Company’s common stock is then traded with the highest volume. As of August 8, 2025, the Company has issued a total of $75,000 of 2025-2 Notes to six investors pursuant to this offering.
In August 2025, the president of the Company loaned the Company $10,000 pursuant to an unsecured promissory note initially due on August 11, 2026. The note bears simple interest at a rate of 7% per annum. The maturity date of the note may be extended by an additional six months in the sole discretion of the Company up to four times.
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