Debt (Tables)
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Short-Term Debt [Line Items] |
|
| Schedule of Loans Payable |
Schedule of Loans Payable
| | |
EIDL | | |
EIDL | | |
| |
| Terms | |
SBA | | |
SBA | | |
Total | |
| | |
| | |
| | |
| |
| Issuance dates of SBA loans | |
| May
2020 | | |
| July
2020 | | |
| | |
| Term | |
| 30
Years | | |
| 30
Years | | |
| | |
| Maturity date | |
| May
2050 | | |
| July
2050 | | |
| | |
| Interest rate | |
| 3.75% | | |
| 3.75% | | |
| | |
| Collateral | |
| Unsecured | | |
| Unsecured | | |
| | |
| | |
| | | |
| | | |
| | |
| Balance - December 31, 2023 | |
| 141,994 | | |
| 318,529 | | |
| 460,523 | |
| Interest expense adjustment - SBA loans | |
| 5,487 | | |
| 14,263 | | |
| 19,750 | |
| Repayments | |
| (3,532 | ) | |
| (7,345 | ) | |
| (10,877 | ) |
| Balance - December 31, 2024 | |
| 143,949 | | |
| 325,447 | | |
| 469,396 | |
| Repayments | |
| (3,430 | ) | |
| (7,632 | ) | |
| (11,062 | ) |
| Balance - December 31, 2025 | |
$ | 140,519 | | |
$ | 317,815 | | |
$ | 458,334 | |
|
| Summary of Notes Payable - Related Parties |
The
following is a summary of the Company’s Note Payable - Related Party:
Summary
of Notes Payable - Related Parties
| | |
1 | | |
1 | | |
Total | |
| Balance - December 31, 2023 | |
| - | | |
| 4,584,563 | | |
| 4,584,563 | |
| Reclassification of principal into one single
note | |
| 4,584,563 | | |
| (4,584,563 | ) | |
| - | |
| Reclassification of accrued interest payable
into one single note | |
| 498,991 | | |
| - | | |
| 498,991 | |
| Repayments | |
| (1,527,899 | ) | |
| - | | |
| (1,527,899 | ) |
| Balance - December 31, 2024 | |
| 3,555,655 | | |
| - | | |
| 3,555,655 | |
| Repayments | |
| (824,859 | ) | |
| - | | |
| (824,859 | ) |
| Balance - December 31, 2025 | |
$ | 2,730,796 | | |
$ | - | | |
$ | 2,730,796 | |
| 1 | | Activity is with
the Company’s Chief Executive Officer and Board Member (Kevin Brian Cox). |
|
| Schedule of Notes Payable - Related Parties |
The
following is a detail of the Company’s Notes Payable - Related Party:
Schedule of Notes Payable - Related Parties
| Note
Payable - Related Party |
| Note
Holder | |
Issue
Date | |
Maturity
Date | |
Interest
Rate | | |
Default
Interest Rate | | |
Collateral | |
December
31, 2025 | | |
December
31, 2024 | |
| Note #1 | |
December 31, 2023 | |
December 31, 2026 | |
| 10.00 | % | |
| 15.00 | % | |
Unsecured | |
$ | 2,730,796 | | |
$ | 3,555,655 | |
| | |
| |
| |
| | | |
| | | |
Short Term | |
| 2,730,796 | | |
| 1,689,367 | |
| | |
| |
| |
| | | |
| | | |
Long Term | |
$ | - | | |
$ | 1,866,288 | |
|
| Schedule of Convertible Notes Payable and related Debt Discounts |
The
following is a summary of the Company’s Convertible Notes Payable and related Debt Discounts:
Schedule
of Convertible Notes Payable and related Debt Discounts
| | |
Note
#1 | | |
Note
#2 | | |
Note
#3 | | |
Note
#4 | | |
Note
#5 | | |
Note
#6 | | |
Total | |
| Balance - December 31, 2024 | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| Convertible notes payable, Beginning balance | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| Face amount of note | |
| 6,000,000 | | |
| 770,000 | | |
| 660,000 | | |
| 385,000 | | |
| 385,000 | | |
| 495,000 | | |
| 8,695,000 | |
| Stated guaranteed earned interest added to
note | |
| - | | |
| 61,600 | | |
| 52,800 | | |
| 30,800 | | |
| 30,800 | | |
| 39,600 | | |
| 215,600 | |
| Increase in note balance - common stock repurchase
($3/share) | |
| 999,999 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 999,999 | |
| Debt discount | |
| (1,679,927 | ) | |
| (224,900 | ) | |
| (182,720 | ) | |
| (106,780 | ) | |
| (104,580 | ) | |
| (126,500 | ) | |
| (2,425,407 | ) |
| Amortization of debt discount | |
| 559,976 | | |
| 74,967 | | |
| 45,680 | | |
| 26,695 | | |
| 26,145 | | |
| 21,083 | | |
| 754,546 | |
| Balance - December 31, 2025 | |
$ | 5,880,048 | | |
$ | 681,667 | | |
$ | 575,760 | | |
$ | 335,715 | | |
$ | 337,365 | | |
$ | 429,183 | | |
$ | 8,239,738 | |
| Convertible notes payable, Ending balance | |
$ | 5,880,048 | | |
$ | 681,667 | | |
$ | 575,760 | | |
$ | 335,715 | | |
$ | 337,365 | | |
$ | 429,183 | | |
$ | 8,239,738 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Unamortized debt discount | |
$ | 1,119,951 | | |
$ | 149,933 | | |
$ | 137,040 | | |
$ | 80,085 | | |
$ | 78,435 | | |
$ | 105,417 | | |
$ | 1,670,861 | |
| Debt Discount Components | |
Note
#1 | | |
Note
#2 | | |
Note
#3 | | |
Note
#4 | | |
Note
#5 | | |
Note
#6 | | |
Total | |
| Debt Discount Components | |
Note
#1 | | |
Note
#2 | | |
Note
#3 | | |
Note
#4 | | |
Note
#5 | | |
Note
#6 | | |
Total | |
| Warrants | |
$ | 1,084,927 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 1,084,927 | |
| Legal fees | |
| 175,000 | | |
| 7,500 | | |
| 2,000 | | |
| 1,500 | | |
| - | | |
| 2,000 | | |
| 188,000 | |
| Broker fee | |
| 420,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 420,000 | |
| Discount - Original Issue Discount | |
| - | | |
| 70,000 | | |
| 60,000 | | |
| 35,000 | | |
| 35,000 | | |
| 45,000 | | |
| 245,000 | |
| Discount - Stated Guaranteed Interest | |
| - | | |
| 61,600 | | |
| 52,800 | | |
| 30,800 | | |
| 30,800 | | |
| 39,600 | | |
| 215,600 | |
| Discount - Commitment
Shares (common stock) | |
| - | | |
| 85,800 | | |
| 67,920 | | |
| 39,480 | | |
| 38,780 | | |
| 39,900 | | |
| 271,880 | |
| Total debt discounts | |
$ | 1,679,927 | | |
$ | 224,900 | | |
$ | 182,720 | | |
$ | 106,780 | | |
$ | 104,580 | | |
$ | 126,500 | | |
$ | 2,425,407 | |
|
| Schedule of Convertible Notes Payable |
The
following is a detail of the Company’s Convertible Notes Payable:
Schedule
of Convertible Notes Payable
| Convertible
Notes Payable - Net |
| Note
Holder | |
Issue
Date | |
Maturity
Date | |
Interest
Rate | | |
Default
Interest Rate | | |
Collateral | |
December
31, 2025 | | |
December
31, 2024 | |
| Note #1 | |
May 12, 2025 | |
May 12, 2027 | |
| 15.00 | % | |
| 15.00 | % | |
All assets | |
$ | 6,999,999 | | |
$ | - | |
| Note #2 | |
September 25, 2025 | |
September 25, 2026 | |
| 0.00 | % | |
| 22.00 | % | |
Unsecured | |
| 831,600 | | |
| - | |
| Note #3 | |
October 8, 2025 | |
October 8, 2026 | |
| 0.00 | % | |
| 22.00 | % | |
Unsecured | |
| 712,800 | | |
| - | |
| Note #4 | |
October 7, 2025 | |
October 7, 2026 | |
| 0.00 | % | |
| 22.00 | % | |
Unsecured | |
| 415,800 | | |
| - | |
| Note #5 | |
October 15, 2025 | |
October 15, 2026 | |
| 0.00 | % | |
| 22.00 | % | |
Unsecured | |
| 415,800 | | |
| - | |
| Note #6 | |
November 17, 2025 | |
November 17, 2026 | |
| 0.00 | % | |
| 22.00 | % | |
Unsecured | |
| 534,600 | | |
| - | |
| | |
| |
| |
| | | |
| | | |
Gross Carrying Value | |
| 9,910,599 | | |
| - | |
| | |
| |
| |
| | | |
| | | |
Less: unamortized debt
discount | |
| (1,670,861 | ) | |
| - | |
| | |
| |
| |
| | | |
| | | |
Convertible notes payable - net | |
| 8,239,738 | | |
| - | |
| | |
| |
| |
| | | |
| | | |
Short Term | |
| 3,068,878 | | |
| - | |
| | |
| |
| |
| | | |
| | | |
Long Term | |
$ | 5,170,860 | | |
$ | - | |
|
| Schedule of Fair Value of Warrants |
The
assumptions used in the Black-Scholes model were as follows:
Schedule of Fair Value of Warrants
| Expected term (years) | |
| 5 | |
| Expected volatility | |
| 105 | % |
| Expected dividends | |
| 0 | % |
| Risk free interest rate | |
| 4.09 | % |
|
| Schedule of Debt Discounts |
In
connection with the issuance of the Note, the Company recorded total debt discounts of $1,679,927, consisting of the following:
Schedule
of Debt Discounts
| | |
| | |
| Fair value - warrants issued | |
$ | 1,084,927 | |
| Legal fees | |
| 175,000 | |
| Broker fees | |
| 420,000 | |
| Total debt discount | |
$ | 1,679,927 | |
|
| Schedule of Key Terms and Debt Discount Components |
The
following tables summarize the key terms and debt discount components of each issuance:
Schedule
of Key Terms and Debt Discount Components
| Convertible
Notes Payable - Net |
| | |
Issue | |
Maturity | |
Original | | |
Capitalized
Guaranteed | | |
Total | | |
Net Cash | | |
Total Debt | |
| Note
Holder | |
Date | |
Date | |
Principal | | |
Interest | | |
Obligation | | |
Proceeds | | |
Discount | |
| Note #2 | |
September 25, 2025 | |
September 25, 2026 | |
$ | 770,000 | | |
$ | 61,600 | | |
$ | 831,600 | | |
$ | 692,500 | | |
$ | 224,900 | |
| Note #3 | |
October 8, 2025 | |
October 8, 2026 | |
| 660,000 | | |
| 52,800 | | |
| 712,800 | | |
| 598,000 | | |
| 182,720 | |
| Note #4 | |
October 7, 2025 | |
October 7, 2026 | |
| 385,000 | | |
| 30,800 | | |
| 415,800 | | |
| 348,500 | | |
| 106,780 | |
| Note #5 | |
October 15, 2025 | |
October 15, 2026 | |
| 385,000 | | |
| 30,800 | | |
| 415,800 | | |
| 350,000 | | |
| 104,580 | |
| Note #6 | |
November 17, 2025 | |
November 17, 2026 | |
| 495,000 | | |
| 39,600 | | |
| 534,600 | | |
| 448,000 | | |
| 126,500 | |
| Total | |
| |
| |
$ | 2,695,000 | | |
$ | 215,600 | | |
$ | 2,910,600 | | |
$ | 2,437,000 | | |
$ | 745,480 | |
| Debt
Discount Components |
| | |
Original Issue | | |
Capitalized
Guaranteed | | |
Common Stock | | |
Grant Date | | |
Fair Value
of Shares | | |
Professional | | |
Total Debt | |
| Note
Holder | |
Discount | | |
Interest | | |
Issued | | |
Price | | |
Issued | | |
Fees | | |
Discount | |
| Note #2 | |
$ | 70,000 | | |
$ | 61,600 | | |
| 30,000 | | |
$ | 2.86 | | |
$ | 85,800 | | |
$ | 7,500 | | |
$ | 224,900 | |
| Note #3 | |
| 60,000 | | |
| 52,800 | | |
| 24,000 | | |
$ | 2.83 | | |
| 67,920 | | |
| 2,000 | | |
| 182,720 | |
| Note #4 | |
| 35,000 | | |
| 30,800 | | |
| 14,000 | | |
$ | 2.82 | | |
| 39,480 | | |
| 1,500 | | |
| 106,780 | |
| Note #5 | |
| 35,000 | | |
| 30,800 | | |
| 14,000 | | |
$ | 2.77 | | |
| 38,780 | | |
| - | | |
| 104,580 | |
| Note #6 | |
| 45,000 | | |
| 39,600 | | |
| 21,000 | | |
$ | 1.90 | | |
| 39,900 | | |
| 2,000 | | |
| 126,500 | |
| Total | |
$ | 245,000 | | |
$ | 215,600 | | |
| 103,000 | | |
| | | |
$ | 271,880 | | |
$ | 13,000 | | |
$ | 745,480 | |
|
| Schedule of Note Payments |
Each
Note is repayable in five equal monthly installments inclusive of the capitalized guaranteed interest, with any unpaid amounts due and
payable as part of the fifth and final installment, as follows:
Schedule
of Note Payments
| | |
Monthly | | |
| |
| |
| |
| |
|
| Note
Holder | |
Installment | | |
Payment
1 | |
Payment
2 | |
Payment
3 | |
Payment
4 | |
Payment
5 |
| Note #2 | |
$ | 166,320 | | |
May 25, 2026 | |
June 25, 2026 | |
July 25, 2026 | |
August 25, 2026 | |
September 25, 2026 |
| Note #3 | |
$ | 142,560 | | |
May 31, 2026 | |
June 30, 2026 | |
July 31, 2026 | |
August 31, 2026 | |
October 8, 2026 |
| Note #4 | |
$ | 83,160 | | |
June 7, 2026 | |
July 7, 2026 | |
August 7, 2026 | |
September 7, 2026 | |
October 7, 2026 |
| Note #5 | |
$ | 83,160 | | |
June 15, 2026 | |
July 15, 2026 | |
August 15, 2026 | |
September 15, 2026 | |
October 15, 2026 |
| Note #6 | |
$ | 106,920 | | |
July 17, 2026 | |
August 17, 2026 | |
September 17, 2026 | |
October 17, 2026 | |
November 17, 2026 |
|
| Schedule of Notes Payable |
The
following is a summary of the Company’s Notes Payable:
Schedule
of Notes Payable
| | |
Note
#1 | | |
Note
#2 | | |
Total | |
| Balance - December 31, 2024 | |
$ | - | | |
$ | - | | |
$ | - | |
| Proceeds from issuance of note | |
| 1,000,000 | | |
| 5,628,811 | | |
| 6,628,811 | |
| Repayments | |
| - | | |
| (4,751,765 | ) | |
| (4,751,765 | ) |
| Debt discount | |
| (48,418 | ) | |
| - | | |
| (48,418 | ) |
| Amortization of debt discount | |
| 5,380 | | |
| - | | |
| 5,380 | |
| Balance - December 31, 2025 | |
$ | 956,962 | | |
$ | 877,046 | | |
$ | 1,834,008 | |
| | |
| | | |
| | | |
| | |
| Unamortized debt discount | |
$ | 43,038 | | |
$ | - | | |
$ | 43,038 | |
The
following is a detail of the Company’s Notes Payable:
| Notes
Payable - Net |
| Note
Holder | |
Issue
Date | |
Maturity
Date | |
Interest
Rate | | |
Default
Interest Rate | | |
Collateral | |
December
31, 2025 | | |
December
31, 2024 | |
| Note #1 | |
September 9, 2025 | |
March 9, 2026 | |
| 19.00 | % | |
| 6.00 | % | |
Unsecured | |
$ | 1,000,000 | | |
$ | - | |
| Note #2 | |
September 9, 2025 | |
September 9, 2026 | |
| 0.00 | % | |
| 0.00 | % | |
Accounts receivable | |
| 877,046 | | |
| - | |
| | |
| |
| |
| | | |
| | | |
Less: unamortized debt
discount | |
| (43,038 | ) | |
| - | |
| | |
| |
| |
| | | |
| | | |
Notes payable - net | |
| 1,834,008 | | |
| - | |
| | |
| |
| |
| | | |
| | | |
Short Term | |
| 1,834,008 | | |
| - | |
| | |
| |
| |
| | | |
| | | |
Long Term | |
$ | - | | |
$ | - | |
|
| Schedule of Debt Maturities |
The
following represents the maturities of the Company’s various debt arrangements for each of the five (5) succeeding years and thereafter
as follows:
Schedule
of Debt Maturities
| For
the Year Ended December 31, | |
Note
Payable - Related Party | | |
Convertible
Notes Payable | | |
Notes
Payable | | |
Notes
Payable - SBA Government | | |
Total | |
| | |
| | |
| | |
| | |
| | |
| |
| 2026 | |
$ | 2,730,796 | | |
$ | 6,410,600 | | |
$ | 1,877,046 | | |
$ | 11,407 | | |
$ | 11,029,849 | |
| 2027 | |
| - | | |
| 3,499,999 | | |
| - | | |
| 11,902 | | |
| 3,511,901 | |
| 2028 | |
| - | | |
| - | | |
| - | | |
| 12,308 | | |
| 12,308 | |
| 2029 | |
| - | | |
| - | | |
| - | | |
| 12,820 | | |
| 12,820 | |
| 2030 | |
| - | | |
| - | | |
| - | | |
| 13,313 | | |
| 13,313 | |
| Thereafter | |
| - | | |
| - | | |
| - | | |
| 396,584 | | |
| 396,584 | |
| Total | |
| 2,730,796 | | |
| 9,910,599 | | |
| 1,877,046 | | |
| 458,334 | | |
| 14,976,775 | |
| Less: unamortized debt
discount | |
| - | | |
| 1,670,861 | | |
| 43,038 | | |
| - | | |
| 1,713,899 | |
| Debt - net | |
$ | 2,730,796 | | |
$ | 8,239,738 | | |
$ | 1,834,008 | | |
$ | 458,334 | | |
$ | 13,262,876 | |
|
| Senior Secured Note [Member] |
|
| Short-Term Debt [Line Items] |
|
| Schedule of Fair Value of Warrants |
The
fair value of the warrants was determined using the Black-Scholes model with the following assumptions:
Schedule
of Fair Value of Warrants
| Expected term (years) | |
| 3 | |
| Expected volatility | |
| 90 | % |
| Expected dividends | |
| 0 | % |
| Risk free interest rate | |
| 3.48 | % |
|