Note 6 Line of Credit and Notes Payable, Net of Discount

The following is a summary of the notes payable as of March 31, 2026, and December 31, 2025:

Required principal payments under the Company’s notes payable are as follows:

Description of Notes Payable

As a result of the acquisition of iDoc and at the closing of the Business Combination on June 24, 2024, the Company assumed the following outstanding notes payable liabilities from iDoc.

March 2025 Promissory Note

On March 20, 2025, the Company entered into Amendment No. 1 to the Securities Purchase Agreement, originally dated as of September 30, 2024 (the “Purchase Agreement”), pursuant to which the Company issued and sold a senior secured convertible promissory note in the principal amount of $555,556 (the “March 2025 Promissory Note”). The Company received $500,000 in initial proceeds, reflecting an original issue discount (OID) of approximately 10%. This transaction was completed as part of the second closing under the terms of the Purchase Agreement.

The March 2025 Promissory Note matures on November 1, 2025, and provides for a minimum interest amount equal to 5% of the initial principal, fully earned and accrued on the original issue date, with interest accruing at 5% per annum and payable monthly in cash. Interest in excess of the minimum amount will accrue at a rate of 5% per annum, increasing to 24% per annum upon the occurrence of an event of default. The minimum interest amount is payable in 8 equal instalments of $2,315 per month beginning on April 20, 2025.

The March 2025 Promissory Note is prepayable at any time (unless an event of default has occurred) with advance notice and is mandatorily prepayable upon the occurrence of a subsequent offering, with the redemption amount paid from the financing proceeds. The note can be accelerated upon an event of default either automatically or at the option of the note holder, depending on the nature of the event. Upon an uncured event of default, the Holder may accelerate the note and require immediate payment of all outstanding principal and accrued interest.

If any payment due under the March 2025 Promissory Note is not paid when due, the Company shall pay a late fee equal to ten percent (10%) of such payment, due and payable immediately upon such failure.

The March 2025 Promissory Note is secured by substantially all of the Company’s assets and includes certain covenants which restrict the Company’s ability to enter into certain agreements or transactions without the lender’s consent.

In connection with the second closing under the Purchase Agreement and the March 2025 Promissory Note, the Company also issued 100,000 shares of Common Stock to the investor as additional consideration for entering into the agreement, which were classified in stockholders’ equity upon issuance.

The Company identified certain embedded features within the March 2025 Promissory Note that would require bifurcation. However, the value of such embedded derivatives was de minimis and, accordingly, the March 2025 Promissory Note is accounted for at amortized cost using the effective interest method. The proceeds from the issuance of the March 2025 Promissory Note were allocated between the March 2025 Promissory Note and the common shares on a relative fair value basis. The amount allocated to the March 2025 Promissory Note was $409,366 and to the common shares was $90,634.

On November 11, 2025, the Promissory note consisting of principal of $555,555 and accrued interest of $56,323, with an aggregate amount of $611,878 was converted to an aggregate of 941,352 shares of the Company’s common stock at a conversion rate of $0.751 per share. The Company accounted for the conversion under the debt extinguishment model and recognized a loss on extinguishment of $95,077 reflecting the difference between the carrying value of the note being converted and the fair value of the shares of common stock issued upon conversion (which was $706,955).

Following this transaction, the March 2025 Promissory Note was fully settled, and no principal remained outstanding as of March 31, 2026, and December 31, 2025.

The interest expense recognized for the three months ended March 31, 2025, is $9,237.

September 2025 promissory note

On September 5, 2025, the Company entered into a Master Business Loan Agreement (the “MBLA”) whereby the investor agreed to, for a period of up to three years, make advances to the Company (each, an “Advance”) in the aggregate amount of $2,500,001, upon the Company’s request and satisfaction of certain conditions.

On September 5, 2025, Change Capital made an initial Advance of $525,000 (the “Initial Advance” or “September 2025 promissory note”). Each additional Advance may not individually exceed $250,000 and may only be made at most every 90 days. The MBLA contains customary representations, warranties, and covenants for a transaction of this nature. During the term of the MBLA, the Company is prohibited from: (i) incurring any indebtedness (other than ordinary course trade debt), and (ii) paying any dividends or making distributions on the Company’s equity interests. The MBLA provides for certain events of default that are typical for a transaction of this type, including, among other things, failure to make payment, default with respect to any other indebtedness of the Company, and any change in ownership of 50% or more of the equity interests of the Company. In connection with the Initial Advance, the Company issued a commercial promissory note to Change Capital (the “Initial MBLA Note”), which the Company is required to repay in 12 weekly payments of $7,500 each followed by 40 weekly payments of $15,862.50 each (for an aggregate total of $724,500).

The Initial MBLA Note may be prepaid at any time by payment of an amount equal to the Initial Advance plus 3.167% of the Initial Advance for each month from the date of the advance to the date of payment (subject to a minimum of 20%). Upon an event of default under the MBLA, payment under the Initial MBLA Note may be accelerated and a default fee equal to 10% of the outstanding balance will become due. The Initial MBLA Note, and any future notes issued pursuant to the MBLA, is secured by a junior lien on all assets of the Company and the validity and performance of which are guaranteed personally by Imoigele Aisiku (the Company’s Co-CEO), and Milton Chen (the Company’s Co-CEO). Mr. Aisiku also entered into a pledge agreement in favour of Change Capital whereby he pledged, as security for the payment and performance of all obligation so the Company under the MBLA, all shares of common stock and other equity interests held by Mr. Aisiku in the Company.

As of March 31, 2026, and December 31, 2025, the outstanding balance on the September 2025 Promissory Note is $302,355 and $446,192, respectively. The interest expense recognized for the three months ended March 31, 2026 and 2025 is $49,875 and $0, respectively.

October Promissory Note - 1

On October 9, 2025, the Company entered into a note purchase agreement (the “October Promissory Note - 1 Purchase Agreement”) with an accredited institutional investor (the “October Promissory Note - 1 Investor”) pursuant to which the Company issued to the October Promissory Note - 1 Investor a secured note in the aggregate principal amount of $133,333 (the “October Promissory Note - 1”) for a purchase price of $120,000. The October Promissory Note - 1 bears interest at the rate of 5% per annum, matures on May 8, 2026, and is secured by all assets of the Company. The October Promissory Note - 1 is not convertible and provides for certain events of default that are typical for a transaction of this type, including, among other things, any breach of the representations or warranties made by the Company or its subsidiaries. In connection with any event of default that results in the acceleration of payment of the October Promissory Note - 1, the interest rate will accrue at a rate equal to the lesser of 24% per annum or the maximum rate permitted under applicable law. For as long as the October Promissory Note – 1 remains outstanding, the October Promissory Note - 1 Purchase Agreement: (1) prohibits the Company from entering into a variable rate transaction, (2) requires that the Company provide the October Promissory Note - 1 Investor with any more favorable terms granted to any future purchaser or holder of the Company’s debt or securities and (3) prohibits any exchange transaction involving the Company’s debt or securities.

On December 10, 2025, the October Promissory Note - 1 was entirely paid off by the Company. The interest expense recognized on the October Promissory Note - 1 for the three months ended March 31, 2025, was $0.

October Promissory Note - 2

On October 20, 2025, the Company entered into a note purchase agreement (the “October Promissory Note - 2 Purchase Agreement”) with an accredited institutional investor (the “October Promissory Note - 2 Investor”) pursuant to which the Company issued to the October Promissory Note - 2 Investor a secured note in the aggregate principal amount of $133,333 (the “October Promissory Note - 2”) for a purchase price of $120,000. The October Promissory Note - 2 bears interest at the rate of 5% per annum and matures on May 20, 2026. The October Promissory Note - 2 is not convertible and provides for certain events of default that are typical for a transaction of this type, including, among other things, any breach of the representations or warranties made by the Company or its subsidiaries. In connection with any event of default that results in the acceleration of payment of the October Promissory Note - 2, the interest rate on the October Promissory Note - 2 Note shall accrue at a rate equal to the lesser of 24% per annum or the maximum rate permitted under applicable law. For as long as the October Promissory Note - 2 remains outstanding, the October Promissory Note - 2 Purchase Agreement: (1) prohibits the Company from entering into a variable rate transaction, (2) requires that the Company provide the October Promissory Note - 2 Investor with any more favorable terms granted to any future purchaser or holder of the Company’s debt or securities and (3) prohibits any exchange transaction involving the Company’s debt or securities.

On December 10, 2025, the October Promissory Note - 2 was entirely paid off by the Company. The interest expense recognized on the October Promissory Note - 2 for the three months ended March 31, 2025, was $0.

First Insurance Funding Agreement

The Company entered into a Premium Finance Agreement, effective January 1, 2026, with First Insurance Funding (the “Lender”), to finance insurance premiums related to a management liability insurance policy.

Under the agreement, the Lender financed insurance premiums and related taxes and fees totalling approximately $176,750 for a 12-month policy period commencing December 1, 2025. The financed amount accrues a finance charge calculated on a 365-day basis beginning on the effective date of the underlying policy.

The Company made a down payment of $19,250, on January 1, 2026, resulting in an unpaid premium balance of $157,500. The amount financed under the agreement totaled $158,051, which includes financed charges, and accrues finance charges at an annual percentage rate of 9.95%, resulting in total finance charges of approximately $7,297 over the term of the agreement. The agreement requires 10 monthly installments of approximately $16,535 each, with the first instalment due on January 1, 2026. The amount payable is secured by the Company’s rights under such policy.

If any payment due under the Premium Finance Agreement is not paid when due, a late charge will be assessed on any installment at least 5 days in default, and the late charge will equal 5% of such payment or the maximum late charge permitted by law, whichever is less.

As of March 31, 2026, and December 31, 2025, the Company had an outstanding balance of $112,378 and $0, respectively, on the Premium Finance Agreement. The interest expense recognized for the three months ended March 31, 2026, and 2025, is $3,932 and $0, respectively.

Line of credit

On November 29, 2021, iDoc received a revolving line of credit from the same bank that issued the $500,000 promissory note as described in the above “Description of Notes Payable” section. The line of credit is collateralized by iDoc’s assets. Interest was payable monthly at 1.25% above the Wall Street Journal prime rate. On November 1, 2023, iDoc entered into a forbearance agreement with a maturity date of January 10, 2024, and increased the effective interest rate to 3% above the Wall Street Journal Prime Rate (Nil and 6.75% at March 31, 2026, and December 31, 2025, respectively) (See Note 9 - Commitments, Contingencies, and Concentration Risk).

On December 13, 2024, the Company revised the forbearance agreement. Under the revised forbearance, the Company agreed to monthly payments of $25,000 beginning January 2025 to May 2025, and a payment in full of $1,541,106 on June 16, 2025.

On August 27, 2025, the Company revised the forbearance agreement and agreed to a payment of $50,000 on September 5, 2025 and a further payment of $100,000 on November 30, 2025.The remaining balance on the forbearance agreement is due December 10, 2025. As of March 31, 2026, and December 31, 2025, the Company has accrued the obligation in line of credit and note payable, net of discount, right-of-use liability - finance, and accrued interest is included in accounts payable and accrued liabilities.

As a result of the acquisition of iDoc and at the closing of the Business Combination on June 24, 2024, the Company assumed the revolving line of credit. On January 15, 2026, the Company entered into a settlement agreement with Frost Bank related to its outstanding loan obligations. Pursuant to a settlement agreement, the Company paid $1,197,891 to the bank on January 15, 2026, in consideration for the release of certain judgment liens. Included in the amount due on January 15, 2026, was $456,097 pertaining to line of credit. This amount was settled through a payment of $348,952 and a gain on extinguishment amounting to $107,145. The gain on extinguishment was recorded within ‘Gain on extinguishment of financial liabilities’ in the condensed consolidated statements of operations. Upon payment, the settlement fully resolved all outstanding amounts owed to the bank, including this note payable issued on November 29, 2021.

The Company recorded $0 and $12,759 in interest related to the line of credit for the three months ended March 31, 2026 and 2025, respectively. The accrued interest balance, which is included within accounts payable and accrued liabilities on the condensed consolidated balance sheets, as of March 31, 2026, and December 31, 2025, were $0 and $456,097.

Encompass SBA Loan

As part of the settlement agreement entered into on February 16, 2026, the Company assumed an SBA Economic Injury Disaster Loan with a principal balance of $200,000 in settlement of an existing payable to the creditor. The loan was originally issued by the U.S. Small Business Administration on September 25, 2021, bears interest at a rate of 3.75% per annum, and is repayable in monthly installments of $1,030 in accordance with the original loan terms. All remaining principal and accrued interest is due and payable 30 years from the date of the Note.

As on March 31, 2026, the outstanding balance of the Assumed SBA Loan is $200,000.