v3.25.2
Related Party Loans Payable
6 Months Ended
Jun. 30, 2025
Related Party Loans Payable  
Related Party Loans Payable

Note 5 – Related Party Loans Payable

 

Bridge Loan

 

In April 2023, the Company entered into a non-interest bearing, non-convertible promissory note with HCWG LLC (the “Bridge Loan”). Borrowings under the Bridge Loan carry a 50% (or 1 times cash amounts borrowed) original issue discount (“OID”) on principal and through subsequent amendments the maximum cash borrowing was increased to $10,000,000. The outstanding amounts under this Bridge Loan were payable at the earlier of the date the Company completes an IPO or December 4, 2024 (the “Maturity Date”).

 

Through March 31, 2024, the Company had received under the Bridge Loan an aggregate of $7,116,335. The OID was recognized ratably over the term of each draw-down under the Bridge Loan through the Maturity Date unless settled earlier, at which point the accretion is accelerated. Accretion of the OID for the three months ended March 31, 2024, amounted to $1,387,493, which is included in interest expense in the accompanying consolidated statement of operations. Summary of the bridge loan activity for the three and six months ended June 30, 2024 is as follows:

 

       
   

For the
Three Months Ended
June 30,

2024

 
Bridge loan – carrying value        
         
Balance – March 31, 2024   $ 11,378,683  
Borrowings     221,075  
OID     221,075  
Repayments     (72,369 )
Balance – June 30, 2024     11,748,464  
Conversion to common stock     (11,748,464 )
Principal outstanding at June 30, 2024   $ -  

 

       
   

For the

Six Months Ended
June 30,
2024

 
Bridge loan – carrying value        
         
Balance – January 1, 2024   $ 9,802,697  
Borrowings     1,368,422  
OID     1,368,422  
Repayments     (791,077 )
Balance – June 30, 2024     11,748,464  
Conversion to common stock     (11,748,464 )
Principal outstanding at June 30, 2024   $ -  

 

On June 14, 2024, the Company reached an agreement with HCWG LLC to convert the outstanding principal and interest on the Bridge Loan into 979,039 shares of common stock. As a result of this conversion, the Bridge Loan was terminated and is no longer available to the Company for borrowing. The Company has a receivable due from HCWG LLC totaling $148,705 which is recorded within prepaid expenses and other on the condensed consolidated balance sheet at June 30, 2025 and December 31, 2024, respectively.

 

Advances from Executive Chairman

 

In February 2025, our Executive Chairman advanced the Company approximately $300,000. The advances carry a 50% (or 1 times amounts borrowed) original issue discount (“OID”) on the principal. On March 10, 2025, the advance and 1x interest was repaid. Interest expense in the amount of $300,000 is included in the condensed consolidated statement of operations as interest expense – related parties for the six months ended June 30, 2025.