LOANS FROM RELATED PARTY |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Loans From Related Party | |
| LOANS FROM RELATED PARTY | NOTE 14 — LOANS FROM RELATED PARTY
The Company issued Dolphin Entertainment LLC (“DE LLC”), an entity wholly owned by the Company’s CEO, Bill O’Dowd, a nonconvertible promissory note with a principal balance of $1,107,873 which matures on December 31, 2026. On April 29, 2024 and June 10, 2024, the Company issued two nonconvertible promissory notes to DE LLC in the amounts of $1,000,000 and $135,000, respectively, which mature on April 29, 2029 and June 10, 2029, respectively, (collectively, “the DE LLC Notes”). The DE LLC Notes each bear interest at a rate of 10% per annum.
On May 12, 2025, the Company entered into an exchange agreement (the “Exchange Agreement”) with DE LLC, pursuant to which, the Company and DE LLC agreed to exchange the three nonconvertible promissory notes in the aggregate principal amount of $2,242,873 currently held by DE LLC for three convertible promissory notes (the “DE New Notes”) in the same principal amounts. As consideration for the exchange, the Company and DE LLC agreed to extend the maturity dates on each of the notes by six months. One note, with a principal balance of $1,107,873 now matures on June 30, 2027, one note with a principal balance of $1,000,000 now matures on October 29, 2029 and one note with a principal balance of $135,000, now matures on December 10, 2029. The DE New Notes continue to bear interest at a rate of 10% per annum. DE LLC may convert the principal balance of the DE New Notes and any accrued interest thereon at any time before the maturity date of the DE New Notes into the Company’s common stock at a conversion price of $1.00 per share. The Company accounted for this exchange as an extinguishment of debt and recorded the difference between the carrying value of DE LLC Notes and the fair value of the DE New Notes of $0.8 million as a loss from extinguishment of debt in our consolidated statement of operations for the year ended December 31, 2025. During the year ended December 31, 2025, the Company amortized $158,466 of the difference between the fair value and the principal balance of the DE New Notes against interest income and in its consolidated statement of operations. As of December 31, 2025 the Company had an aggregate principal balance of 2,904,357 related to the DE New Notes under the caption convertible note payable – related party in the Company’s consolidated balance sheets. As of December 31, 2024, we had an aggregate balance of $2,242,873 related to DE LLC notes under the caption loans from related party. During year ended December 31, 2025, the Company did not repay any principal balance or make interest payments on the DE LLC Notes or DE New Notes. During the year ended December 31, 2024, the Company made cash interest payments in the amount of $200,000 related to the DE LLC Notes. The Company recorded interest expense of $224,287 and $186,344 for the year ended December 31, 2025 and 2024, respectively, related to the DE LLC Notes and the DE New Notes. As of December 31, 2025 and December 31, 2024, we had a balance in accrued interest – related parties of $488,054 and $263,767, respectively, on the Company’s consolidated balance sheets related to the DE LLC Notes. Mock Notes During 2024, the Company issued three nonconvertible promissory notes to Mr. Donald Scott Mock, the brother of Mr. O’Dowd, in the amount of $900,000, $75,000 and $8,112, respectively, and received proceeds of $983,112 (the “Mock Notes”). The Mock Notes bear interest at a rate of 10% per annum and mature on January 16, 2029, May 28, 2029 and December 30, 2029, respectively. As of both December 31, 2025 and 2024, we had a principal balance of $983,112 related to the Mock Notes under the caption loans from related party in the Company’s consolidated balance sheets. For the years ended December 31, 2025 and 2024, the Company did not repay any principal balance or make interest payments on the Mock Notes. The Company recorded interest expense of $98,311 and $90,417, respectively, for the years ended December 31, 2025 and 2024 related to the Mock Notes. As of December 31, 2025 and 2024, we had a balance in accrued interest – related parties of $188,728 and $90,417, respectively, on our consolidated balance sheets related to the Mock Notes. |