v3.26.1
Subsequent Events
3 Months Ended
Mar. 31, 2025
Subsequent Events [Abstract]  
Subsequent Events

Note 10 – Subsequent Events

 

Issuance of Series B Convertible Preferred Stock

 

Subsequent to March 31, 2025, the Company received proceeds of $310,000 from investors in connection with the issuance of 41,332 shares of its Series B Convertible Preferred Stock and five-year warrants to purchase 465,000 shares of the Company’s common stock at an exercise price of $0.75 per share.

 

Subsequent to March 31, 2025, the Company completed the issuance of 3,333 shares of its Series B Convertible Preferred Stock. The proceeds related to the issuance were received during the three months ended March 31, 2025, and were recorded within additional paid-in capital on the condensed consolidated balance sheet.

 

Issuance of Common Stock

 

Subsequent to March 31, 2025, the Company received gross proceeds of $100,000 from an investor in connection with the issuance of an aggregate of 285,714 shares of its Common Stock and ten-year warrants to purchase an aggregate of 285,714 shares of the Company’s common stock at an exercise price of $0.35 per share.

 

Subsequent to March 31, 2025, the Company completed the issuance of 428,572 shares of its Common Stock. The proceeds related to the issuance were received during the three months ended March 31, 2025, and were recorded within additional paid-in capital on the condensed consolidated balance sheet.

 

Subsequent to March 31, 2025, the Company issued an aggregate of 1,282,270 shares of its common stock as payment-in-kind dividends to holders of its Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, and Series C Convertible Preferred Stock.

 

Issuance of Notes Payable

 

Subsequent to March 31, 2025, the Company received proceeds of $50,000 from an investor and issued a note payable in the principal amount of $62,500 with a maturity date of November 15, 2025. The note has an original issue discount of $12,500. In connection with the issuances, the Company issued a ten-year immediately vested warrant to purchase 75,000 shares of common stock at an exercise price of $0.35 per share. As of the date of these financial statements, this note was past due. See Note 2, Going Concern, and Note 5, Notes Payable, for additional information.

 

Subsequent to March 31, 2025, the Company received proceeds of $30,000 from an investor and issued a note payable in the principal amount of $37,500 with a maturity date of November 16, 2025. The note bears interest at 10% per annum and has an original issue discount of $7,500. In connection with the issuances, the Company issued a ten-year immediately vested warrant to purchase 45,000 shares of common stock at an exercise price of $0.35 per share. As of the date of these financial statements, this note was past due. See Note 2, Going Concern, and Note 5, Notes Payable, for additional information.

 

Subsequent to March 31, 2025, the Company received net proceeds of $200,000 from an investor and issued a note payable in the principal amount of $285,714 pursuant to a note purchase agreement which provides that the investor will loan an additional $800,000 in seven tranches upon the occurrence of certain events, including the completion by the Company of certain filings with the Securities Exchange Commission. If all tranches are funded, the aggregate principal amount of the notes issued pursuant to the Note Purchase Agreement will be $1,428,571. The note is secured by substantially all of the assets of the Company and is convertible into shares of the Company’s common stock in the event of a default under the note at a conversion price equal to 65% of the trading price of the Company’s common stock during the 20-trading day period prior to conversion. The notes will be due on February 24, 2026. The Company issued 1,714,286 shares of common stock (the “Origination Shares”) and a warrant to purchase 571,429 shares of common stock at an exercise price of $0.25 per share to the investor pursuant to the terms of the note purchase agreement. If all tranches are funded, the Company will be required to issue warrants to purchase an additional 2,285,714 shares of common stock to the investor. The investor has been granted “piggyback” registration rights with respect to the Origination Shares and the shares issuable upon conversion of the notes and exercise of the warrants and rights to participate in future financings. The Company will be required to issue additional shares of common stock to the investor if the market value of the Origination Shares falls below $428,571. As of the date of these financial statements, this note was past due. See Note 2, Going Concern, and Note 5, Notes Payable, for additional information.

 

Subsequent to March 31, 2025, the Company received aggregate proceeds of $400,000 from investors and issued notes payable in the principal amount of $500,000 with a maturity date of January 7, 2026. The notes bear interest at 10% per annum and have an original issue discount of $100,000. In connection with the issuances, the Company issued ten-year immediately vested warrants to purchase 1,000,000 shares of common stock at an exercise price of $0.75 per share. In connection with the issuances, the Company issued an aggregate of 400,000 shares of its common stock. As of the date of these financial statements, this note was past due. See Note 2, Going Concern, and Note 5, Notes Payable, for additional information.

 

Subsequent to March 31, 2025, the Company received proceeds of $9,251 from an investor and issued a note payable in the principal amount of $11,564 with a maturity date of November 20, 2025. The note bears interest at 10% per annum and has an original issue discount of $2,313. In connection with the issuances, the Company issued a five-year immediately vested warrant to purchase 20,000 shares of common stock at an exercise price of $0.75 per share. As of the date of these financial statements, this note was past due. See Note 2, Going Concern, and Note 5, Notes Payable, for additional information.

 

Subsequent to March 31, 2025, the Company received proceeds of $149,500 from a related party investor and issued a note payable in the principal amount of $186,875 with a maturity date of December 2, 2026. The note bears interest at 10% per annum and has an original issue discount of $37,375. In connection with the issuances, the Company issued a 10ten-year immediately vested warrant to purchase 373,750 shares of common stock at an exercise price of $0.75 per share.

 

Subsequent to March 31, 2025, the Company completed a private placement of original issue discount convertible notes payable in the aggregate principal amount of $1,875,000. The Company received net proceeds of $1,500,000 from the offering. The notes bear interest at a rate of 10% per annum and are convertible into shares of the Company’s common stock at a conversion price equal to 90% of the lowest volume weighted average price of the common stock during the ten trading days prior to conversion. The notes become due upon the earlier of June 17, 2026 or the listing of the Company’s common stock on the Nasdaq Capital Market or another national securities exchange. For each $100,000 invested, investors in the offering received a five-year warrant to purchase the Company’s common stock at an exercise price of $0.40 per share. A total of 1,875,000 warrants were issued in the offering.

 

Subsequent to March 31, 2025, the Company received aggregate proceeds of $450,000 from investors and issued notes payable in the principal amount of $562,500 with maturity dates ranging from July 29, 2026 to August 27, 2026. The notes bear interest at 10% per annum and have an original issue discount of $112,500. In connection with the issuances, the Company issued five-year immediately vested warrants to purchase 562,500 shares of common stock at an exercise price of $0.40 per share.

 

Subsequent to March 31, 2025, a note payable to a lender in the original principal amount of $202,500, which matured on March 6, 2025 was satisfied in full. In connection with the satisfaction, the Company paid $100,000 and the remaining balance was paid by a third-party lender. Contemporaneous with the repayment, the Company entered into a business loan and security agreement with the third-party lender in the principal amount of $250,000 with a maturity date of May 11, 2026. If the loan is not repaid by the maturity date, a late fee of 45% of the principal balance will be imposed. The loan is secured by substantially all of the assets of the Company and is personally guaranteed by a member of the Company’s Board of Directors.

 

Subsequent to March 31, 2025, the Company received proceeds of $50,000 from an investor and issued a convertible note payable in the principal amount of $62,500. The note bears interest at a rate of 10% per annum and has an original issue discount of $12,500. The note is convertible into shares of the Company’s common stock at a conversion price equal to 90% of the lowest volume weighted average price of the common stock during the ten trading days prior to conversion. The note becomes due upon the earlier of November 7, 2026 or the listing of the Company’s common stock on the Nasdaq Capital Market or another national securities exchange. In connection with the issuance, the Company issued a 5five-year immediately vested warrant to purchase 62,500 shares of common stock at an exercise price of $0.40 per share.

 

 

Note Amendments

 

Subsequent to March 31, 2025, the Company entered into a note amendment agreement with a note holder to extend the maturity date of a note in the principal amount of $50,000 from April 30, 2025 to July 31, 2025. If the note is not repaid in full by July 31, 2025, any further extension will require the issuance of an additional five-year warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.75 per share. Contemporaneous with the execution of this amendment, the Company issued to the lender an additional five-year warrant to purchase 150,000 shares of the Company’s common stock at an exercise price of $0.75 per share. This note was then amended again to extend the maturity date of the note from July 31, 2025 to December 31, 2025. Contemporaneous with the execution of this additional amendment, the Company issued to the lender an additional five-year warrant to purchase 200,000 shares of the Company’s common stock at an exercise price of $0.75 per share. This note was then amended again to extend the maturity date of the note from December 31, 2025, to June 30, 2026. Contemporaneous with the execution of this additional amendment, the Company issued to the lender an additional five-year warrant to purchase 300,000 shares of the Company’s common stock at an exercise price of $0.75 per share. In relation to this note, the Company issued to the lender an additional five-year warrant to purchase 75,000 shares of the Company’s common stock at an exercise price of $0.75 per share.

 

Subsequent to March 31, 2025, the Company entered into a note amendment agreement with a note holder to extend the maturity date of a note in the principal amount of $25,000 from April 30, 2025 to July 31, 2025. If the note is not repaid in full by July 31, 2025, any further extension will require the issuance of an additional five-year warrant to purchase 25,000 shares of the Company’s common stock at an exercise price of $0.75 per share. Contemporaneous with the execution of this amendment, the Company issued to the lender an additional five-year warrant to purchase 75,000 shares of the Company’s common stock at an exercise price of $0.75 per share. This note was then amended again to extend the maturity date of the note from July 31, 2025 to December 31, 2025. Contemporaneous with the execution of this additional amendment, the Company issued to the lender an additional five-year warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.75 per share. This note was then amended again to extend the maturity date of the note from December 31, 2025, to June 30, 2026. Contemporaneous with the execution of this additional amendment, the Company issued to the lender an additional five-year warrant to purchase 150,000 shares of the Company’s common stock at an exercise price of $0.75 per share. In relation to this note, the Company issued to the lender an additional five-year warrant to purchase 37,500 shares of the Company’s common stock at an exercise price of $0.75 per share.

 

Subsequent to March 31, 2025, the Company entered into a note amendment agreement with a note holder to extend the maturity date of a convertible note in the principal amount of $25,000 to December 31, 2025. Contemporaneous with the execution of this amendment, the Company issued to the lender an additional five-year warrant to purchase 75,000 shares of the Company’s common stock at an exercise price of $0.75 per share.

 

Stock Options

 

Subsequent to March 31, 2025, the Company entered into an amendment with certain option holders to extend the expiration date by four years from August 19, 2025 to August 19, 2029.

 

Subsequent to March 31, 2025, the Company entered into an option amendment with its CEO to extend the expiration date by five years from March 7, 2026 to March 7, 2031.

 

Stock Warrants

 

Subsequent to March 31, 2025, the Company entered into warrant amendment agreements with certain investors to extend the expiration dates ranging from August 2025 to December 2025, to August 2029 to December 2030.

 

Subsequent to March 31, 2025, the Company entered into warrant amendment agreements with a related party investor to extend the expiration date of the warrants from June 18, 2025 to June 18, 2030, and March 2, 2026 to March 2, 2031. Contemporaneous with the execution of these amendments, the warrants have been assigned to the Darlene Soave Revocable Trust.

 

Subsequent to March 31, 2025, the Company entered into warrant amendment agreements with certain investors to extend the expiration dates from January 13, 2026 to January 13, 2030.

 

Subsequent to March 31, 2025, the Company entered into a warrant agreement with an investor to issue five-year warrants to purchase 25,000 shares of the Company’s common stock at an exercise price of $0.75 per share.

 

Subsequent to March 31, 2025, the Company entered into an advisory agreement with a certain advisor to perform independent advisory services in connection with business operations from April 15, 2026 to July 15, 2026. In consideration of services to be performed, the Company shall issue to the advisor 5-year warrants to purchase 120,000 shares of common stock, which vest 33% monthly during the term of the agreement at an exercise price of $0.75 per share.

 

Automatic Conversion of Preferred Stock

 

Subsequent to March 31, 2025, the 1,342,195 issued and outstanding shares of the Company’s Series A Preferred Stock converted into 13,421,950 shares of the Company’s common stock in accordance with the terms of the Certificate of Designation governing the terms of the Series A Preferred Stock.

 

Subsequent to March 31, 2025, the 537,482 issued and outstanding shares of the Company’s Series C Preferred Stock converted into 5,374,820 shares of the Company’s common stock in accordance with the terms of the Certificate of Designation governing the terms of the Series C Preferred Stock.