v3.26.1
NOTE 6 — Secured Subordinated Convertible Notes Payable
3 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
NOTE 6 — Secured Subordinated Convertible Notes Payable

NOTE 6 — Secured Subordinated Convertible Notes Payable

 

The Company has issued multiple series of secured subordinated convertible notes (collectively, the “Notes”) between 2020 and 2026. The Notes are secured by substantially all of the Company’s assets and are subordinated to the Company’s obligations under its senior credit facility with Western Alliance Bank.

 

All Notes bear interest at 10% per annum, payable quarterly in cash. Each series is convertible at the holder’s option into shares of the Company’s common stock at fixed conversion prices established at issuance. Beginning one year after issuance, holders may require the Company to repay principal and accrued interest. Failure to pay principal or interest when due (subject to a five-day grace period) constitutes an event of default.

 

Proceeds from the issuances were used for general working capital purposes.

 

In connection with certain issuances involving related parties, the transactions were reviewed and approved in accordance with the Company’s related-party transaction policies. The Company filed and obtained effectiveness of registration statements under the Securities Act of 1933, as amended, covering the resale of shares issuable upon conversion of the applicable Notes.

 

Summary of Secured Subordinated Convertible Notes

 

             
Issuance Year  Principal Issued  Principal Outstanding*  Maturity Date  Conversion Price
 2020   $1,400,000   $1,400,000   August 30, 2027  $1.46 
 2023   $1,600,000   $1,600,000   May 26, 2028  $1.34 
 2024   $1,000,000   $1,000,000   August 21, 2027  $0.9515 
 2025   $1,500,000   $1,500,000   May 30, 2028  $1.07 
 2026   $500,000   $500,000   March 27, 2029  $0.90 
 *Principal outstanding as of March 31, 2026.

 

The amortization of debt discount was $3,645 and $3,646 for the quarter ended March 31, 2026 and 2025, respectively.

 

Total interest expense related to the convertible note was $140,687 and $102,276 for the three months ended March 31, 2026 and 2025, respectively.