v3.26.1
SCHEDULE OF DEBT (Details) (Parenthetical) - USD ($)
1 Months Ended 3 Months Ended 12 Months Ended
Mar. 31, 2024
Mar. 31, 2026
Mar. 31, 2025
Dec. 31, 2023
Short-Term Debt [Line Items]        
Accrued interest   $ 235,900    
Conversion of shares   379,955    
Conversion price $ 1.07      
Belami Stock Purchase Agreement [Member]        
Short-Term Debt [Line Items]        
Conversion price $ 3      
Debt conversion, original debt, amount $ 3,117,909      
Debt monthly principal and interest payments $ 300,000      
Debt instrument, maturity date June 2026      
Issuance of shares $ 83,333      
Grant date per share $ 2.25      
Stock Purchase Agreement [Member]        
Short-Term Debt [Line Items]        
Convertible notes payable $ 1,000,000      
Convertible Notes [Member]        
Short-Term Debt [Line Items]        
Convertible notes payable   $ 600,000    
Bears interest at a rate of percentage   10.00%    
Conversion price   $ 3    
Issuance of warrants       1,391,667
Exercise price       $ 2.7
Debt discount       $ 5,600,000
Amortized debt discount   $ 278,499 $ 278,499  
Debt instrument, maturity date [1],[2]   September 2023- October 2030    
[1] In March 2024, and as amended in June 2025, the Company and the Belami sellers entered into a letter agreement modifying certain obligations under the Belami stock purchase agreement. In connection with the letter agreement, the Company issued convertible promissory notes to each of the sellers (the “Seller Note(s)”) in substitution of an aggregate of $3,117,909 in cash due to the sellers in monthly principal and interest payments of $300,000 beginning in July 2025 until fully paid in June 2026. Additionally pursuant to the January 2026 letter agreement, the Company agreed to issue monthly restricted stock awards to the sellers as payment to partially satisfy interest and principal obligations under the notes for the period from February 2026 through June 2026. The number of shares issued each month is determined by dividing $83,333 by the lesser of the Company’s share price on the applicable grant date or $2.25 per share. The notes are convertible at $3 per share of common stock.
[2] Included in Convertible Notes are loans provided to the Company from two directors and an officer. The notes each have the following terms: three-year subordinated convertible promissory note of principal face amounts. Subject to other customary terms, a convertible promissory note with a principal amount of $600,000 payable to a director, together with accrued interest of $235,900, was converted into 379,955 shares of the Company’s common stock. The other remaining convertible promissory notes matured in May 2025, bear interest at an annual rate of 10% thereafter, which is payable annually in cash or common stock, at the holder’s discretion. At any time after issuance and prior to or on the maturity date, the notes are convertible at the option of the holder into shares of common stock at a conversion price of $3 per share.