v3.26.1
Convertible Notes Payable
 3 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
Convertible Notes Payable

Note 7. Convertible Notes Payable

 

Convertible notes payable at March 31, 2026 and December 31, 2025 consist of the following:

 

   March 31,
2026		   December 31,
2025		 
Note 1 – Shareholder  $-   $20,000 
Convertible notes payable gross   -    20,000 
Less: current portion   -    20,000 
Non-current portion  $-   $- 

 

Note 1 – Effective May 7, 2021, the Company issued a Convertible Promissory Note in the original principal amount of $100,000 to a shareholder (Note 1). The Note bears interest at a rate of ten percent (10%) per annum. The terms and conditions of the Note may not be indicative of those that a third-party investor may agree to. The Note was originally scheduled to mature on September 30, 2022. The maturity date was subsequently extended to December 31, 2023, further extended to December 31, 2024 during the quarter ended March 31, 2024, and further extended to December 31, 2025 during the quarter ended March 31, 2025. Pursuant to the terms of the Note, the outstanding principal and accrued interest were convertible, at the option of the holder, into shares of the Company’s common stock at a conversion price equal to the greater of (i) a twenty-five percent (25%) discount to the fifteen-day average market price of the Company’s common stock or (ii) $0.50 per share.

 

On December 31, 2025, the Company entered into a Promissory Note Modification and Partial Conversion Agreement (“Modification Agreement”) with the holder of the Note. As of that date, the outstanding balance of the Note, including accrued interest, was $146,548. Pursuant to the Modification Agreement, the holder elected to convert $126,548 of outstanding principal and accrued interest into shares of the Company’s common stock at a conversion price of $0.30 per share. As a result of the conversion, the Company issued 421,827 shares of common stock. The converted portion of the Note was extinguished upon issuance of the shares.

 

Following the partial conversion, a remaining balance of $20,000 continued to be outstanding under the Note as of December 31, 2025 and the maturity date was extended to December 31, 2026. The remaining balance continued to bear interest at ten percent (10%) per annum and remained convertible at the option of the holder under the terms of the original Convertible Promissory Note. The Company could prepay the remaining balance, in whole or in part, at any time prior to maturity without penalty.

 

The balance of the Note was paid off in February 2026. The balance of the Note, including accrued interest, was $0 and $20,000 as of March 31, 2026 and December 31, 2025, respectively, and were included in other current liabilities on the accompanying condensed consolidated balance sheets.