v3.26.1
Subsequent Events
12 Months Ended
Dec. 31, 2025
Subsequent Events [Abstract]  
Subsequent events

Note 20 — Subsequent events 

 

On January 29, 2026, Zak Properties entered into a promissory note agreement with American Savings Life Insurance Company (the “Lender”), pursuant to which Zak Properties issued a promissory note in the principal amount of $5,000,000. The note bears interest at an annual rate of 8.50% and requires monthly payments of $35,416.67 commencing on March 1, 2026. The note matures on February 1, 2028, at which time the remaining unpaid principal and accrued interest are due, resulting in a balloon payment. Proceeds from the loan were primarily used to repay existing indebtedness, including the JJ Astor loan of $1,886,000, and the Yan Li loan of $1,046,200 (refer to Note 10 – Loans Payable). In connection with the financing, the Company incurred loan origination and related fees, including a $50,000 origination fee, $5,500 underwriting fee, $50,000 mortgage broker fee, and other closing costs, which are recorded as debt issuance costs and amortized over the term of the loan.

 

On February 2, 2026, the Company entered into a Settlement and Mutual Release Agreement with Megaphoton, Inc. to resolve previously disclosed litigation pending in the United States District Court for the Central District of California. Pursuant to the agreement, the Company agreed, among other things, to (i) issue 15,000,000 unregistered shares of its common stock and register such shares on a Form S-1 no later than July 31, 2026, (ii) appoint Megaphoton’s chief executive officer to the Company’s board of directors and as President under an employment agreement, (iii) pay $300,000 on or before June 30, 2026, (iv) use best efforts to uplist its common stock within 180 days or issue an additional 15,000,000 shares if such uplisting is not approved, and (v) comply with certain share issuance restrictions. The agreement includes mutual releases of claims without admission of liability.

 

On February 23, 2026, the Company entered into a note purchase agreement with Lambda Venture Partners, LLC, pursuant to which the Company issued a convertible promissory note in the principal amount of $27,500 for a funded amount of $25,000, reflecting an original issue discount of $2,500. The note bears an annual interest charge of 10% and matures   one year after the issue date. Principal and accrued interest can be converted into shares of common stock of the Company at a 39% discount of the lowest trading prices for the proceeding 10 trading days prior to conversion.

 

The Company has restated its condensed consolidated financial statements as of and for the three and nine months ended September 30, 2025, to appropriately include the recording of certain short-term loan and related party receivable. The original financial statements were included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2025, and the restated financial statements were filed in the Company's Amendment No.1 on Form 10-Q/A filed with the SEC on April 14, 2026.