Note 9 DEBT

At March 31, 2026 and December 31, 2025, debt consisted of the following:

 SCHEDULE OF DEBT

Notes Payable – Third Parties

At March 31, 2026 and December 31, 2025 notes payable with third parties consisted of the following:

 SCHEDULE OF NOTES PAYABLE WITH THIRD PARTIES

Silverback/Western Note Payable

The Company assumed a promissory note payable to Western Healthcare, LLC (the “Western Note Payable”) that was owed by SCCH at the time of the acquisition of RCHI. As of December 31, 2024, the principal balance owed was $0.6 million. The note bore interest at a default rate of 18% per annum and payments consisting of principal and interest were due no later than August 30, 2022. SCCH did not make all of the monthly installments due under the note and it was past due.

In February 2025, the Western Note Payable was sold to a new holder, Silverback Capital Corporation (“Silverback”), and it was amended and restated. Per the terms of the amendment and restatement, the principal balance of the note, which included previously accrued interest expense, was $1.1 million, and the maturity date was February 26, 2026. The per the amendment and restatement, the note was non-interest bearing and it was convertible into shares of the Company’s Class A Common Stock at a conversion price equal to 90% of the average VWAP for the five trading days prior to conversion. During the period February 2025 to September 30, 2025, $0.5 million of principal balance of the note was converted into 318,171 shares of the Company’s Class A Common Stock. As of March 31, 2026, Silverback failed to make further payments to Western Healthcare, LLC and the Western Note Payable is in default. It is probable that no further conversions of the principal balance into shares of our Class A common stock will take place.

Notes Payable to ClearThink Capital Partners, LLC

On August 16, 2024, the Company issued ClearThink a promissory note in the principal amount of $39,750, which matured on November 16, 2024 and is currently in default. The note was issued with a $13,250 original issue discount.

On December 31, 2024, the Company issued ClearThink a promissory note in the principal amount of $220,000 and with a $20,000 original issue discount. Per the terms of the December 31, 2024 note, which matured on September 30, 2025, 6,281 inducement shares valued at $36,375 are issuable as of March 31, 2026. As a result of the non-payment of the December 31, 2024 note, the Company recorded default penalties of $64,763 during 2025 and default penalties of $45,000 during the three months ended March 31, 2026. The default penalties include a $500 per day penalty that is accruing. During the year ended December 31, 2025, $166,950 of the principal balance of the December 31, 2024 note was converted into 9,238,692 shares of the Company’s Class A Common Stock leaving a total principal balance owed, including default penalties, of $162,813 and $117,813 on March 31, 2026 and December 31, 2025, respectively.

During the year ended December 31, 2025, the Company issued two additional promissory notes to ClearThink. On January 28, 2025 and March 7, 2025, the Company issued ClearThink promissory notes each in the principal amount of $110,000 and each with a $10,000 original issue discount. Per the terms of the January 28, 2025 note, which matured on October 28, 2025, 3,141 inducement shares of the Company’s Class A Common Stock valued at $15,375 are issuable as of March 31, 2026 and per the terms of the March 7, 2025 note, which matured on December 7, 2025, 5,025 inducement shares valued at $16,000 are issuable as of March 31, 2026. As a result of non-payment of the January 28, 2025 note at maturity, during the three months ended December 31, 2025, the Company accrued default penalties of $62,250 and during the three months ended March 31, 2026, the Company accrued default penalties of $45,000. The default penalties include a $500 per day penalty that is accruing. Including the default penalties, the total principal balance outstanding was $217,250 and $172,250 at March 31, 2026 and December 31, 2025, respectively. As a result of non-payment of the March 7, 2025 note at maturity, during the three months ended December 31, 2025, the Company recorded default penalties of $42,250 and during the three months ended March 31, 2026, the Company recorded default penalties of $45,000. The default penalties include a $500 per day penalty that is accruing. During the three months ended December 31, 2025, $57,600 of the principal balance of the March 7, 2025 note was converted into 320,000,000 shares of the Company’s Class A Common Stock leaving a total principal balance owed, including default penalties, of $139,650 and $94,650 at March 31, 2026 and December 31, 2025, respectively.

As a result of the issuances of the January 28, 2025 and March 7, 2025 notes, the Company incurred $28,000 of finder’s fees payable in shares of the Company’s Class A Common Stock during the three months ended March 31, 2025, which were recorded as debt discounts.

The August 16, 2024 note had an interest rate of 12% per annum, but interest is presently accruing at a 22% per annum rate as a result of the payment default. The December 31, 2024, January 28, 2025 and March 7, 2025 notes each bore a one-time 10% interest charge upon issuance, which was recorded as additional debt discount, and upon an event of default, as that term is defined in the notes, the outstanding balances were increased to 125% of the principal amount outstanding and a penalty of $500 per day shall accrue. Ten percent of all future purchase notices from the Strata Purchase Agreement with ClearThink, which is more fully discussed in Note 12, must be directed toward repayment of the ClearThink notes until they are paid in full. As a result of anti-dilution provisions in the notes, on March 31, 2026, the ClearThink December 31, 2024, January 28, 2025 and March 7, 2025 notes were convertible into shares of the Company’s Class A Common Stock at an assumed conversion price of $0.0001 per share. The August 16, 2024 and March 2, 2026 notes are not convertible.

On March 2, 2026, the Company issued an unsecured promissory note to ClearThink under the terms of a Securities Purchase Agreement. The principal amount of the note is $115,000 and it was issued with an original issue discount of $15,000 and the Company received $100,000 of cash proceeds. The Company issued ClearThink 150,000,000 shares of its Class A Common Stock as inducement shares valued at $15,000, which was recorded as additional debt discount. The note matured on April 1, 2026 and accrues default interest at a one-time rate of 15%. During the three months ended March 31, 2026, the Company amortized $30,000 of debt discount as interest expense on the note. On April 27, 2026, the Company entered into Amendment No. 1 to Promissory Note (the “ClearThink Note Amendment”), which extended the maturity date of the note to May 15, 2026, as more fully discussed in Note 16.

During the three months ended March 31, 2026 and 2025, the Company received net cash proceeds from ClearThink notes of $100,000 and $200,000, respectively, and the Company recorded interest expense of $167,885 and $142,732, respectively, including amortization of debt discounts of $30,000, and $125,361, respectively. Accrued interest on the ClearThink notes was $62,391 and $59,506 at March 31, 2026 and December 31, 2025, respectively.

Securities Purchase Agreement Dated November 15, 2024 with LGH Investments

On November 15, 2024, the Company entered into a Securities Purchase Agreement with LGH pursuant to which the Company issued to LGH a convertible promissory note in the principal amount of $220,000 and received cash proceeds of $200,000 and the Company issued 6,281 shares of its Class A Common Stock as inducement shares to LGH. The value of the 6,281 inducement shares of $83,500 was recorded as additional debt discount. The note was issued with a 10% original issue discount and a one-time 10% interest charge of $22,000 and was due on August 14, 2025. In addition, the Company recorded finder’s fees of $28,000 in connection with the note payable in cash and the Company’s Class A Common Stock as additional debt discount. Since not paid at maturity, the Company recorded default penalties of $79,388 during the year ended December 31, 2025, and default penalties of $45,000 during the three months ended March 31, 2026. The default penalties include a daily penalty of $500 that is accruing. During the year ended December 31, 2025, $229,220 of principal balance of the note was converted into 149,975,377 shares of the Company’s Class A Common Stock leaving a total principal balance owed, including default penalties, of $115,168 and $70,168 at March 31, 2026 and December 31, 2025, respectively. On March 31, 2026, as a result of the anti-dilution provisions, the November 15, 2024 note was convertible into shares of the Company’s Class A Common Stock at an assumed conversion price of $0.0001 per share.

Interest expense on the LGH note, which included amortization of debt discount in the 2025 period, was $45,000 and $41,707 during the three months ended March 31, 2026 and 2025, respectively, and accrued interest was $22,000 at March 31, 2026 and December 31, 2025.

Securities Purchase Agreements Dated December 24, 2024 and March 4, 2025 with IG Holdings, Inc.

On December 24, 2024, the Company entered into a Securities Purchase Agreement with IG pursuant to which the Company issued to IG a second convertible promissory note in the principal amount of $120,000 and received cash proceeds of $100,000 and the Company issued 5,025 shares of its Class A Common Stock as inducement shares to IG. The value of the 5,025 inducement shares of $24,800 was recorded as additional debt discount. The note was issued with a 10% original issue discount and a one-time 10% interest charge of $12,000 and matured on September 23, 2025. The default penalties include a daily penalty of $500 that is accruing. In addition, the Company recorded finder’s fees of $14,000 payable in shares of the Company’s Class A Common Stock as additional debt discount. Since not paid at maturity, the Company recorded default penalties of $82,500 during the year ended December 31, 2025 and default penalties of $45,000 during the three months ended March 31, 2026. The default penalties include a daily penalty of $500 that is accruing. Including default penalties, the principal balance due at March 31, 2026 and December 31, 2025 was $247,500 and $202,500, respectively.

On March 4, 2025, the Company entered into an additional Securities Purchase Agreement with IG pursuant to which the Company issued to IG a third convertible promissory note in the principal amount of $110,000 and received cash proceeds of $100,000. The note, which matured on December 4, 2025, was issued with a $20,000 original issue discount and a one-time 10% interest charge of $11,000. Per the terms of the note, 5,025 shares of the Company’s Class A Common Stock are issuable as inducement shares. The value of the 5,025 inducement shares that are issuable of $15,700 was recorded as additional debt discount. In addition, the Company recorded finder’s fees of $14,000 payable in shares of the Company’s Class A Common Stock as additional debt discount. Since not paid at maturity, the Company recorded default penalties of $43,750 during the year ended December 31, 2025 and default penalties of $45,000 during the three months ended March 31, 2026. The default penalties include a daily penalty of $500 that is accruing. Including default penalties, the principal balance due at March 31, 2026 and December 31, 2025 was $198,750 and $153,750, respectively.

On March 31, 2026, as a result of anti-dilution provisions, the IG notes were convertible into shares of the Company’s Class A Common Stock at an assumed conversion price of $0.0001 per share.

Interest expense on the IG notes, which included amortization of debt discount in the 2025 period, was $90,000 and $28,233 during the three months ended March 31, 2026 and 2025, respectively, and accrued interest was $23,000 at March 31, 2026 and December 31, 2025.

Securities Purchase Agreements Dated May 21, 2025 and August 6, 2025 with 1800 Diagonal Lending LLC

On May 21, 2025, the Company issued to 1800 Diagonal a promissory note in the principal amount of $151,800, with an original issue discount of $19,800, plus a one-time interest amount of $18,216 (12% of the original principal amount of $151,800) that was recorded as additional debt discount. The Company received cash proceeds of $125,000 and it paid legal fees of $7,000. In addition, the Company recorded finder’s fees of $18,480 payable in shares of the Company’s Class A Common Stock as additional debt discount. The note matured on March 30, 2026. Repayment of the 1800 Diagonal note was due in five monthly payments. The first monthly payment was due on November 30, 2025 in the amount of $85,008 and the four subsequent monthly payments due were $21,252 each. The note is convertible into shares of the Company’s Class A Common Stock, but only in the Event of a Default. As of December 31, 2025, the Company had repaid $106,260 of the note and during the three months ended March 31, 2026, the remaining balance of $58,291 was paid-in-full.

On August 6, 2025, the Company issued to 1800 Diagonal a promissory note in the principal amount of $180,550, with an original issue discount of $23,550, plus a one-time interest amount of $21,665 (12% of the original principal amount of $180,550) that was recorded as additional debt discount. The Company received cash proceeds of $157,000 and it paid legal fees of $7,000. In addition, the Company recorded finder’s fees of $21,980 payable in shares of the Company’s Class A Common Stock as additional debt discount. The note matures on June 15, 2026. Repayment of the 1800 Diagonal note is due in five monthly payments. The first monthly payment is due on February 15, 2026 in the amount of $101,107 and the four subsequent monthly payments due are $25,277 each. The note is convertible into shares of the Company’s Class A Common Stock, but only in the Event of a Default. Upon an Event of Default, 150% of all amounts owed will be immediately due and payable and the note bears interest at a rate of 22% per annum upon an Event of Default. If an event of default occurs under a note, the note will be convertible into that number of shares equal to a 25% discount to the lowest closing bid price of the Company’s Class A Common Stock for the 15 days prior to the date of conversion. During the three months ended March 31, 2026, the Company repaid $111,218 of the principal balance of the note, leaving a balance of $51,316, which was net of unamortized debt discount of $18,016.

During the three months ended March 31, 2026 and 2025, the Company recorded interest expense on notes payable with 1800 Diagonal, including the amortization of debt discounts, of $41,774 and $57,556, respectively, and accrued interest was $6,500 and $21,665 at March 31, 2026 and December 31, 2025, respectively.

Securities Purchases Agreements with Lucas Ventures Dated November 18, 2024 and February 14, 2025

On November 18, 2024, the Company entered into a Securities Purchase Agreement with Lucas Ventures LLC, (“Lucas Ventures”) pursuant to which the Company issued to Lucas Ventures a convertible promissory note in the principal amount of $220,000 and received cash proceeds of $200,000 and it agreed to issue 6,281 shares of its Class A Common Stock as inducement shares to Lucas Ventures. The value of the 6,281 inducement shares of $88,750 was recorded as an additional debt discount. The note was issued with a 10% original issue discount and a one-time 10% interest charge of $22,000 and matured on August 18, 2025. In addition, the Company recorded finder’s fees of $28,000 in connection with the note consisting of cash and common stock as additional debt discount. Since not paid at maturity, the Company recorded default penalties of $128,500 during the year ended December 31, 2025 and default penalties of $45,000 during the three months ended March 31, 2026. The default penalties include a daily penalty of $500 that is accruing. Including default penalties, the principal balance due at March 31, 2026 and December 31, 2025 was $393,500 and $348,500, respectively.

On February 14, 2025, the Company entered into a second Securities Purchase Agreement with Lucas Ventures pursuant to which the Company issued to Lucas Ventures a convertible promissory note in the principal amount of $55,000 and received cash proceeds of $50,000 and it issued 2,513 shares of its Class A Common Stock as inducement shares to Lucas Ventures. The note, which matured on November 14, 2025, was issued with a 10% original issue discount and a one-time 10% interest charge of $5,500. The value of the 2,513 inducement shares of $11,750 was recorded as an additional debt discount. In addition, the Company recorded finder’s fees of $7,000 payable in shares of the Company’s Class A Common Stock, as additional debt discount. Since not paid at maturity, the Company recorded default penalties of $38,625 during the year ended December 31, 2025 and default penalties of $45,000 during the three months ended March 31, 2026. The default penalties include a daily penalty of $500 that is accruing. Including default penalties, the principal balance due at March 31, 2026 and December 31, 2025 was $138,625 and $93,625, respectively.

As a result of the anti-dilution provisions, on March 31, 2026, the Lucas Ventures notes were convertible into shares of the Company’s Class A Common Stock at an assumed conversion price of $0.0001 per share.

During the three months ended March 31, 2026 and 2025, the Company recorded interest expense on the Lucas Ventures notes of $90,000 and $48,829, respectively, which included amortization of debt discount in the 2025 period, and accrued interest was $27,500 at March 31, 2026 and December 31, 2025.

Convertible Promissory Notes with Jefferson Street Capital LLC Under January 7, 2025 Securities Purchase Agreements

On January 7, 2025, the Company entered into a Securities Purchase Agreement with Jefferson Street Capital LLC (“JSC”) pursuant to which the Company agreed to issue to JSC convertible promissory notes in the principal amount of up to $1,650,000 and up to a total number of shares of the Company’s Class A Common Stock as a commitment fee equal to 10% of the purchase price of each of the notes divided by the average VWAP of the Class A Common Stock during the five Trading Days (as defined in the notes) prior to the issuance date of the respective notes. As a result of the anti-dilution provisions, on December 31, 2025, the conversion price into which principal and interest under each note is convertible into shares of the Company’s Class A Common Stock was an assumed price of $0.0001 per share. Upon an event of default, as defined in the agreement, the Company shall immediately repay the default amount, which is 150% of the sum of the principal and interest outstanding at the time of the default and default interest at the rate of 16% per annum shall accrue.

Pursuant to the Securities Purchase Agreement discussed above, on March 6, 2025, the Company issued JSC a convertible promissory note in the principal amount of $133,650 and received cash proceeds of $121,500 and it issued 3,598 commitment shares of the Company’s Class A Common Stock valued at $12,150. The note was issued with a $12,650 original issue discount and a one-time interest amount of $13,365 (10% of the original principal amount of $133,650), which was recorded as additional debt discount. The Company recorded finder’s fees of $17,010 payable in shares of the Company’s Class A Common Stock as additional debt discount. The note originally matured on March 6, 2026. The Company failed to file a Registration Statement on Form S-1 to register the shares pursuant to the conversion terms of the note within 45 days of the note’s issuance, which constituted an Event of Default. Accordingly, during the year ended December 31, 2025, the Company increased the principal amount of the note by $78,019, which represented 150% of the outstanding principal and interest on the date of the default (the “default penalty”), and it recorded default interest at the rate of 16% per annum for the period June 20, 2025 to December 31, 2025. During the year ended December 31, 2025, $86,000 of principal balance and $4,000 of interest were converted into 53,327,174 shares of the Company’s Class A Common Stock leaving a principal balance of $125,669 at March 31, 2026 and December 31, 2025.

During the three months ended March 31, 2026 and 2025, the Company recorded $3,078 and $35,855 of interest expense on JSC notes, which included default interest discussed above, and amortization of debt discount. At March 31, 2026 and December 31, 2025, accrued interest was $30,789 and $27,711, respectively.

Securities Purchase Agreement with Vista Capital Investment, LLC

On February 27, 2025, the Company entered into a Securities Purchase Agreement with Vista Capital Investment, LLC, (“Vista Capital”) pursuant to which the Company issued to Vista Capital a convertible promissory note in the principal amount of $55,000 and received cash proceeds of $50,000 and it agreed to issue 2,512 shares of its Class A Common Stock as inducement shares to Vista Capital. The note, which matured on November 27, 2025, was issued with a 10% original issue discount and a one-time 10% interest charge of $5,500. If not paid at maturity, the outstanding balance The value of the 2,512 inducement shares of $8,400 was recorded as an additional debt discount. In addition, the Company recorded finder’s fees of $7,700 payable in shares of the Company’s Class A Common Stock as additional debt discount. During the year ended December 31, 2025, the Company made principal payments totaling $41,250 and interest payments of $4,125. Since not paid at maturity, the Company recorded default penalties of $65,781 during the three months ended March 31, 2026. The default penalties include a daily penalty of $500 that is accruing. Including default penalties, the principal balance due at March 31, 2026 and December 31, 2025 was $79,531 and $13,750, respectively.

Promissory Notes Payable with Institutional Investors

On January 28, 2026, the Company issued two unsecured promissory notes payable to institutional lenders, each with: (i) a principal balance of $280,000; (ii) an original issue discount of $15,000; (iii) a maturity date of March 26, 2026; and (iv) a default interest rate of 18% per annum. In addition, the Company reimbursed each lender $15,000 for legal fees and expenses incurred in connection with the notes. On March 30, 2026, in consideration for an increase in the stated principal amount of each note by $32,000, of which $4,000 was applied to legal fees and expenses), the lenders agreed to extend the maturity dates to May 31, 2026. On May 6, 2026, the maturity dates of the notes were extended to September 15, 2026 as more fully discussed in Note 16.

On March 15, 2025, the Company issued two additional unsecured promissory notes payable to the institutional lenders, each with: (i) a principal balance of $47,500; (ii) an original issue discount of $5,000; (iii)a maturity date of May 15, 2026; and (iv) a default interest rate of 18% per annum. In addition, the Company reimbursed each lender $2,500 for legal fees and expenses incurred in connection with the notes. During the three months ended March 31, 2026, the Company incurred a total of $63,934 of interest expense from the amortization of debt discounts in connection with these promissory notes. On May 6, 2026, the maturity dates of the notes were extended to June 15, 2026 as more fully discussed in Note 16.

In addition to the notes discussed above, the Company had additional promissory notes outstanding during portions of the year ended December 31, 2025, including in some cases the three months ended March 31, 2025. These notes were fully repaid or converted into shares of the Company’s Class A Common Stock during 2025. Each of these notes is described in Note 10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. To the extent that these notes were outstanding during any portion of the three months ended March 31, 2025, the interest expense incurred on these notes is included in the interest expense for the three months ended March 31, 2025 as stated in the paragraphs above.

See Note 16 for third-party promissory notes issued after March 31, 2026.

Notes and Loans Payable – Related Parties

At March 31, 2026 and December 31, 2025 notes and loans payable with related parties consisted of the following:

 SCHEDULE OF NOTES AND LOANS PAYABLE WITH RELATED PARTIES

Poole Note

On September 19, 2023, the Company obtained a $0.2 million loan from Andrew J. Poole, a former director of the Company (the “Loan”), to be used to pay for directors’ and officers’ insurance through November 2023. The Company issued to Mr. Poole a demand promissory note for $0.2 million evidencing the Loan (the “Poole Note”). The Poole Note does not bear interest. The Poole Note was due on demand, and in the absence of any demand, the Poole Note was due one year from the issuance date and is in default at March 31, 2026.

Additional Poole Note

On October 2, 2023, the Company obtained a $42,500 loan from Mr. Poole, (the “Additional Poole Note”), that was used to pay for the legal fees of Mitchell Silberberg & Knupp LLP, a service provider (“MSK”, through October 2023. The Additional Poole Note accrues interest in arrears at a rate of 13.25% per annum. The Additional Poole Note was on demand, and in the absence of any demand, one year from the issuance date.

Sponsor Loan with Mr. Poole

To finance transaction costs in connection with a business combination effective on September 15, 2022, Mr. Poole loaned Delwinds (a predecessor of the Company) funds for working capital.

Note Payable to RHI for the Acquisition of Myrtle

Pursuant to the acquisition of Myrtle as more fully discussed in Note 5, the Company issued a non-interest-bearing note payable to RHI in the amount of $0.3 million. The note is due on demand.

Note Payable to RHI In Connection with Myrtle Acquisition

The note payable to RHI dated June 13, 2024, in the original principal amount of $1.6 million represented amounts owed by Myrtle to RHI at the time of the acquisition of Myrtle. The acquisition is more fully discussed in Note 5. The note is non-interest bearing, except if not paid by the maturity date of December 31, 2024, in which case the note bears interest at 18% per annum. In prior years, borrowings and repayments have been made under the note and it may continue to be increased for any subsequent borrowings made by Myrtle from RHI. During the three months ended March 31, 2026, the Company borrowed $5,100 and repaid $930 under the note and in December 2025, the Company issued RHI 8,000 shares of its Series E Preferred Stock with a stated value of $200,000, or $25 per share, as more fully discussed in Note 12, leaving a principal balance of $1.4 million and $1.4 million at March 31, 2026 and December 31, 2025, respectively. At March 31, 2026, the note is in default. No default interest has been accrued on the note as of March 31, 2026.

RCHI Note, New RCHI Note, Additional RCHI Note and Loan Payable for Additional Purchase Price Issued In Connection with the RCHI Acquisition

In connection with the acquisition of RCHI, RCHI issued a promissory note, (“the RCHI Note”) to RHI. On December 5, 2024, $21.0 million of the principal balance of the RCHI Note was exchanged for $21.0 million of stated value of the Company’s Series A Cumulative Convertible Redeemable Preferred Stock (“Series A Preferred Stock”) and RCHI issued to RHI the New RCHI Note in the principal balance of $1.0 million. The New RCHI Note matured on June 5, 2025 and accrued interest on any outstanding principal amount at an interest rate of 8% per annum. After maturity, the default interest rate increased to 20% per annum until the New RCHI Note is paid in full. The New RCHI Note requires principal repayments equal to 10% of the free cash flow (net cash from operations less capital expenditures) from RCHI. Payments will be one month in arrears. The New RCHI Note is required to be reduced by payment of 25% of any net proceeds from equity capital raised by the Company. The New RCHI Note is secured by the assets of RCHI and SCCH and guaranteed by the Company and SCCH under the Guaranty Agreement and Security Agreement, respectively.

During the three months ended March 31, 2026 and 2025, the Company recorded a total of $50,000 and $50,000, respectively, of interest expense on the New RCHI Note. As of March 31, 2026, the Company owes RHI a total of $1.1 million of accrued interest on the RCHI Note and the New RCHI Note. As of March 31, 2026, the New RCHI Note remains in default.

On June 30, 2025, the Company issued the Additional RCHI Note in the initial principal amount of $5.8 million as additional consideration payable for the acquisition of RCHI and in the last half of 2025 and the three months ended March 31, 2025, additional considerable payable for the acquisition of RCHI totaling $281,548 was added to the principal amount of the Additional RCHI Note. On August 18, 2025, RHI exchanged $5.0 million of the principal balance of the Additional RCHI Note for 5,000 shares of the Company’s Series A Preferred Stock, leaving a principal balance of the Additional Note of $1.1 million at March 31, 2026 and December 31, 2025. The terms of the Series A Preferred Stock are more fully discussed in Note 12. The Additional RCHI Note does not bear interest and has a maturity date of June 30, 2026. The terms of the RCHI acquisition and the resulting additional consideration payable is more fully discussed in Note 5 to the Company’s Annual Report on 10-K for the year ended December 31, 2025.

Loans from Subsidiary of RHI

During the year ended December 31, 2025, the Company had three loans outstanding from a subsidiary of RHI with original principal balances aggregating to $1.0 million and the Company received net cash proceeds of $0.7 million, resulting in original issue discounts totaling $0.3 million. During 2025, the Company repaid $0.6 million of the loans and it recorded amortization of the original issue discounts during the last half of 2025 of $0.2 million as interest expense.

During the three months ended March 31, 2026, the Company entered into three additional loans with a subsidiary of RHI with original principal balances totaling $1.8 million and the Company received net proceeds of $1.1 million, resulting in original issue discounts of $0.7 million. During the three months ended March 31, 2026, the Company repaid $1.1 million of the loans, which included payment in full of the $0.3 million balance outstanding at December 31, 2025, and payment of $0.8 million of the loans entered into during the three months ended March 31, 2026. At March 31, 2026, two of the loans entered into during the three months ended March 31, 2026 remained outstanding with total amounts due aggregating to $0.7 million, which was net of unamortized discounts of $0.4 million. During the three months ended March 31, 2026, the Company record $0.6 million of original issued discounts as interest expense on these loans.

Other Loans

At March 31, 2026 and December 31, 2025, the Company had outstanding $82,236 and $237,810 of other loans, respectively. During the year ended December 31, 2025, the Company entered into a loan under an accounts receivable sales agreement in the amount of $0.4 million. The Company received cash of $0.3 million as the loan was issued with a $0.1 million discount. The Company repaid approximately $148,344 and $0.2 million of the loan during the three months ended March 31, 2026 and year ended December 31, 2025, respectively, leaving a balance of $53,413 and $201,757 at March 31, 2026 and December 31, 2025, respectively.

Also outstanding at March 31, 2026 and December 31, 2025, was a loan assumed in the acquisition of Vector consisting of a credit line with a balance of $28,823 and $36,053 at March 31, 2026 and December 31, 2025, respectively. The credit line is being repaid monthly.