Note 11 – Convertible Notes Payable

On January 20, 2025 the Company entered into a convertible note agreement with Bigger Capital LLP (i) a secured convertible note in the principal amount of $1,750,000 maturing on December 31, 2026 (the “Secured Convertible Note”); and (ii) a convertible note in the principal amount of $3,500,000 maturing July 21, 2025 (the “Convertible Note,” and, together with the Secured Convertible Note, the “Notes”). The notes entered were due to a legal settlement and no cash was received. On June 12, 2025, Bigger sold the notes to Trajan and Fried. The sale had no impact on the Company’s outstanding balance. During the twelve months ended December 31, 2025, the holders of the note converted principal of $5,200,000 and interest of $208,525 to 7,212 shares of Preferred B stock. Prior to the conversion, $50,000 of the principal was paid by the Company. The balance of these convertible notes was $0 as of December 31, 2025.

Exchange Agreement

On July 2, 2025, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with certain investors (the “Investors”). Pursuant to the Exchange Agreement, the Investors exchanged (i) the Secured Convertible Note and (ii) the Convertible Note previously issued by the Company for an aggregate of 7,212 shares of the Company’s Series B Preferred Stock. The exchange was accounted for as an extinguishment of debt in accordance with ASC 470-50, Debt — Modifications and Extinguishments, as the terms of the new instruments were substantially different from those of the original notes. The carrying amount of the extinguished notes, including any unamortized discount or deferred costs, was derecognized, and the Series B Preferred Stock was recorded at its fair value on the date of exchange. The difference between the carrying amount of the notes and the fair value of the preferred shares issued was recognized as an increase to additional paid-in capital.

On January 20, 2025 the Company entered into a convertible note agreement with Bigger Capital LLP (i) a secured convertible note in the principal amount of $1.75 million maturing on December 31, 2026 (the “Secured Convertible Bigger Note”); and (ii) a convertible note in the principal amount of $3.5 million maturing June 30, 2025 (the “Convertible Bigger Note,” and, together with the Secured Convertible Bigger Note, the “Bigger Notes”). The Bigger Settlement Agreement is filed herein as Exhibit 10.32. The Secured Convertible Bigger Note is filed herein as Exhibit 4.5 and the Convertible Bigger Note is filed herein as Exhibit 4.6. The notes entered were due to a legal settlement and no cash was received. This amount was recorded as a loss on settlement.

The following table sets forth a summary of the principal balances of the Company’s convertible promissory notes activity for the year ended December 31, 2025:

 Schedule of Convertible Promissory Notes

As of March 31, 2025, the Company has no convertible note payables.