SUBSEQUENT EVENTS |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | Note 16 SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.
Increase in Authorized Shares of Preferred Stock and Class A Common Stock
On March 20, 2026, the Company’s Board of Directors approved an increase to the Company’s authorized shares to shares, consisting of: (i) shares of Preferred Stock, par value $ per share, and shares of Class A Common Stock, par value $ per share. On March 26, 2026, Rennova Health, Inc. (which is controlled by the Company’s CEO), as a shareholder representing a majority of the voting control of the Company and holding approximately 97.59% of the Company’s voting rights as of the March 20, 2026 record date, approved such matter via written consent. After the required notice to shareholders, the Company filed a Certificate of Amendment to its Certificate of Incorporation and the increase in authorized shares became effective on May 3, 2026.
FINRA Denial of Proposed Reverse Stock Split
On September 2, 2025, RHI, a shareholder representing a majority of the voting control of the Company, approved a proposal to amend our Certificate of Incorporation to effect a reverse stock split of our issued and outstanding Common Stock any time before July 31, 2026, at a ratio ranging from one-for-ten (1:10) to one-for-five hundred (1:500) with the exact ratio within such range to be determined at the sole discretion of the Company’s Board of Directors, without further approval or authorization of our stockholders before the filing of an amendment to the Certificate of Incorporation effecting the proposed reverse split. The Company has filed an Information Statement on Schedule 14C with the SEC with respect to the matters approved by the Majority Stockholder and has mailed the definitive Information Statement on Schedule 14C to its stockholders of record as of the record date.
On September 25, 2025, the Company submitted a Company-Related Notification to FINRA’s Department of Market Operations in connection with a proposed reverse stock split. On March 6, 2026, the Department issued a deficiency notice pursuant to FINRA Rule 6490(d)(3), determining that the Company’s corporate action submission would not be processed.
The Company disagreed with the Department’s determination and, on March 12, 2026, filed a Notice of Appeal that was denied on April 30, 2026 by a subcommittee of FINRA’s Uniform Practice Code Committee. On May 12, 2026, the Company entered into exchange agreements with the two institutional investors whose Series A Preferred Stock holdings were referenced in the Department’s determination, pursuant to which such investors exchanged their shares of Series A Preferred Stock for senior unsecured non-convertible promissory notes as more fully described below under “Series A Preferred Stock Restructuring with Institutional Investors.” The Company plans to submit a new Company-Related Notification to FINRA’s Department of Market Operations in connection with a new, proposed reverse stock split.
Loans from Subsidiary of RHI
On April 15, 2026, the Company and a subsidiary of RHI entered into a loan in the principal amount of $202,365 and the Company received net cash proceeds of $126,900, resulting in an original issue discount of $75,465. Repayment of the loan is due in weekly payments of $8,464.
Extension of March 2, 2026 Promissory Note With ClearThink
On April 27, 2026, the Company entered into the ClearThink Note Amendment, which extended the maturity date of the March 2, 2026 promissory note with ClearThink from April 1, 2026 to May 15, 2026. The note is more fully discussed in Note 9. As compensation for the extension of the maturity date: (i) $12,000 was added to the principal amount outstanding on the note, resulting in a principal balance of $127,000; (ii) shares of the Company’s Class A Common Stock common stock were issued by the Company to the holder; and (iii) the default interest rate was adjusted to an annual rate of 18%, which shall be applied back to the original investment date.
May 6, 2026 Extensions of January 28, 2026 and March 15, 2026 Promissory Notes Payable with Institutional Lenders
On January 28, 2026, the Company issued two unsecured promissory notes payable to institutional lenders as more fully discussed in Note 9. On May 6, 2026, the final maturity date of each note was extended from May 31, 2026 to September 15, 2026. As consideration for each extension, the principal balance of each note was increased from $308,000 on the date of the extension to $336,000 with $150,000 per note due on June 15, 2026 and the balance of each note due on September 15, 2026. In connection with the extension, the Company also agreed that 50% of the gross proceeds of any equity, debt or equity-linked financing completed prior to final payment will be applied to repay these notes (and, thereafter, the March 15, 2025 notes and the May 6, 2026 notes) in a specified order of priority.
On May 6, 2026, the Company issued two unsecured promissory notes payable to institutional lenders, each with: (i) a principal balance of $240,000; (ii) an original issue discount of $40,000; (iii) a maturity date of December 15, 2026; and (iv) a default interest rate of 18% per annum. In addition, $14,000 of the principal balance of each note was for legal fees and expenses incurred in connection with the notes and is required to be repaid to the lenders on or before September 15, 2026. The notes are unsecured obligations of the Company; provided, however, that the Company has agreed not to incur any other indebtedness that would be senior in preference to these notes while they remain outstanding.
May 6, 2026 Promissory Notes Payable with Institutional Lenders
On May 6, 2026, the Company issued two unsecured promissory notes payable to institutional lenders, each with: (i) a principal balance of $240,000; (ii) an original issue discount of $40,000; (iii) a maturity date of December 15, 2026; and (iv) a default interest rate of 18% per annum. In addition, $14,000 of the principal balance of each note was for legal fees and expenses incurred in connection with the notes and is required to be repaid to the lenders on or before September 15, 2026.
Conversions of Series A Preferred Stock
During the period April 1, 2026 to May 8, 2026, the Company issued shares of its Class A Common Stock upon conversions of shares of its Series A Preferred Stock held by institutional investors with a total stated value of $37,900.
On March 15, 2025, the Company issued two additional unsecured promissory notes payable to the institutional lenders as more fully discussed in Note 9. On May 6, 2026, the maturity date of each note was extended from May 15, 2026 to June 15, 2026. As consideration for each extension, the principal balance of each note was increased from $47,500 to $50,000, with the full balance of $50,000 per note due and payable in full on or before June 15, 2026.
Series A Preferred Stock Restructuring with Institutional Investors
On May 12, 2026, two institutional investors (the “Holders”) owning approximately and shares of the Company’s Series A Preferred Stock, with aggregate stated values of approximately $5,307,097 and $2,467,988, respectively, exchanged their shares for new senior unsecured non-convertible promissory notes (the “Senior Notes”) with principal amounts equal to the stated values of the exchanged preferred shares, or approximately $5,307,097 and $2,467,988, respectively, for a combined aggregate principal amount of approximately $7,775,085. The Senior Notes are non-convertible into equity by the Holders or the Company. Payments of the principal amounts of the Senior Notes are due on the earlier of May 12, 2027 or the occurrence of an event of default as defined in the Senior Notes. Repayments of the Senior Notes are also due upon completion of a public offering or up-listing to a recognized stock exchange. The Senior Notes do not bear interest except in the event of a default in which case they bear default interest at the rate of 18% per annum or such lower maximum amount of interest permitted to be charged under applicable law.
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