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SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2025
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 18 – SUBSEQUENT EVENTS

 

The Company evaluated all events that occurred after the balance sheet date of December 31, 2025 through the date the financial statements were issued and determined that there were the following subsequent events.

 

On January 6, 2026, the Company issued Streeterville 99 shares of common stock pursuant to an exchange of a partitioned note in the amount of $100,000.

 

On January 8, 2026, SCC requested the issuance of 135 shares of Common Stock to SCC, representing a payment of approximately $137,500.

 

On January 8, 2026, Boot Capital LLC converted $33,063 of the principal amount owed under the July 7, 2025 promissory note into 33 shares of common stock.

 

On January 8, 2026, 1800 Diagonal Lending LLC converted $50,000 of the principal amount owed under the July 7, 2025 promissory note into 49 shares of common stock.

 

On January 9, 2026, 1800 Diagonal Lending LLC converted $50,000 of the principal amount owed under the July 7, 2025 promissory note into 49 shares of common stock.

 

On January 9, 2026, the Company authorized the issuance of 1 share of common stock to James T. Porter pursuant to the Rescission Agreement set forth in Item 5.03 below.

 

On January 12, 2026, 1800 Diagonal Lending LLC converted $55,000 of the principal amount owed under the July 7, 2025 promissory note into 56 shares of common stock.

 

On January 12, 2026, the Company issued Agile 30,240 shares of Series D Convertible Preferred Stock pursuant to the Securities Exchange Agreement set forth in Item 1.01 above.

 

On January 13, 2026, the Company issued Streeterville 141 shares of common stock pursuant to an exchange of a partitioned note in the amount of $125,000.

 

On January 13, 2026, Boot Capital LLC converted $33,063 of the principal amount owed under the July 7, 2025 promissory note into 35 shares of common stock.

 

On January 14, 2026, 1800 Diagonal Lending LLC converted $60,000 of the principal amount owed under the July 7, 2025 promissory note into 67 shares of common stock.

 

 

On January 15, 2026, 1800 Diagonal Lending LLC converted $38,250 of the principal amount owed under the July 7, 2025 promissory note into 50 shares of common stock.

 

On January 16, 2026, the Company issued Streeterville 176 shares of common stock in an exchange for a partitioned note in the principal amount of $115,000.

 

On January 16, 2026, 1800 Diagonal Lending LLC converted $50,000 of the principal amount owed under the July 7, 2025 promissory note into 66 shares of common stock. On the same day, 1800 Diagonal Lending LLC converted the remaining $59,581 of the amount owed under the July 7, 2025 promissory note into 79 shares of common stock.

 

On January 20, 2026, the Company entered into a second Amendment to Settlement Agreement and Stipulation (the “Amendment”) with SCC, which amended that certain Settlement Agreement and Stipulation dated as of October 28, 2025 (the “Settlement Agreement”). Pursuant to the Amendment, the Company and SCC agreed to lower the Floor Price for conversions to $0.31 per share.

 

On January 20, 2026, SCC requested the issuance of 191 shares of Common Stock to SCC, representing a payment of approximately $125,258.

 

On January 21, 2026, SCC requested the issuance of 225 shares of Common Stock to SCC, representing a payment of approximately $143,438.

 

On January 22, 2026, SCC requested the issuance of 235 shares of Common Stock to SCC, representing a payment of approximately $145,700.

 

On January 22, 2026, the Company issued Streeterville 3,504 shares of common stock pursuant to eighteen exchanges of partitioned notes in the amounts totaling $2,234,400.

 

On January 26, 2026, the Company issued Streeterville 17 shares of common stock pursuant to an exchange of a partitioned note in the amount of $7,618.

 

On January 30, 2026, five holders of OID promissory notes dated May 27, 2025, in the gross principal amount of $450,000, converted the notes into 60,000 shares of the Company’s Series D Convertible Preferred Stock.

 

On February 2, 2026, the Company effectuated a 1-for-20 reverse stock split of its outstanding shares of common stock.

 

On February 2, 2026, holders of 1,846 shares of Series D Convertible Preferred Stock converted such shares into 923,170 shares of common stock.

 

On February 2, 2026, Streeterville converted $60,000 of the Exchange Note dated September 10, 2025 (the “Note”) into 8,000 shares of the Company’s Series D Convertible Preferred Stock, which were immediately converted into 400 shares of the Company’s common stock.

 

On February 3, 2026, holders of 96,840 shares of Series D Convertible Preferred Stock converted such shares into 4,842 shares of common stock.

 

On February 3, 2026, Streeterville converted $389,888 of the Exchange Note dated September 10, 2025 (the “Note”) into 51,985 shares of the Company’s Series D Convertible Preferred Stock, which were immediately converted into 2,599 shares of the Company’s common stock.

 

On February 4, 2026, SCC, pursuant to the Settlement Agreement and Stipulation dated as of October 28, 2025, as amended, requested the issuance of 1,270 shares of Common Stock to SCC, representing a payment of approximately $126,359.

 

On February 5, 2026, holders of 54,000 shares of Series D Convertible Preferred Stock converted such shares into 2,700 shares of common stock.

 

On February 5, 2026, SCC, pursuant to the Settlement Agreement and Stipulation dated as of October 28, 2025, as amended, requested the issuance of 2,730 shares of common stock to SCC, representing a payment of approximately $229,814.

 

On February 6, 2026, holders of 42,934 shares of Series D Convertible Preferred Stock converted such shares into 2,147 shares of common stock.

 

On February 6, 2026, SCC requested the issuance of 1,500 shares of common stock to SCC, representing a payment of approximately $111,567.

 

On February 9, 2026, a holder of 35,000 shares of Series D Convertible Preferred Stock converted such shares into 1,750 shares of common stock.

 

On February 9, 2026, SCC requested the issuance of 1,495 shares of common stock to SCC, representing a payment of approximately $111,195.

 

On February 10, 2026, holders of 80,000 shares of Series D Convertible Preferred Stock converted such shares into 4,000 shares of common stock.

 

On February 2, 2026, the Company effectuated a 1-for-20 reverse stock split. On February 11, 2026, in connection with the round lot share rounding associated with the reverse stock split, the Company issued 58,685 shares of common stock to CEDE & Co. for distribution to stockholders effected by the rounding.

 

On February 13, 2026, the Company issued Streeterville 13,855 shares of common stock pursuant to three exchanges of partitioned notes totaling $304,000.

 

On February 13, 2026, holders of 260,001 shares of Series D Convertible Preferred Stock converted such shares into 13,000 shares of common stock.

 

On February 18, 2026, the Company issued Streeterville 6,500 shares of common stock pursuant to two exchanges of partitioned notes totaling $130,000.

 

On February 25, 2026, the Company issued Streeterville 24,500 shares of common stock pursuant to five exchanges of 490 shares of Series E Preferred Stock.

 

On March 4, 2026, 1800 Diagonal Lending LLC converted $152,950 of the principal amount owed under the August 25, 2025, promissory note into 17,905 shares of common stock.

 

On March 12, 2026, the Company sold 70,000 shares of Series D Convertible Preferred Stock at $7.50 per share to an accredited investor for cash consideration of $525,000.

 

On March 19, 2026, the Company entered into a Purchase and Exchange Agreement among an investor (the “Purchaser”) and 218 LLC (the “Seller”), pursuant to which the Purchaser agreed to purchase from the Seller a portion ($250,013) of a promissory note dated September 15, 2025 in the original principal amount of $11,700,000 (the “Note”).

 

On March 28, 2026, the Board of Directors adopted and approved an Amended and Restated Certificate of Designations of Preferences and Rights of Series E Preferred Stock. Refer to Note 13 for further information regarding the amended Series E Preferred Stock.