v3.26.1
Short-term Notes
12 Months Ended
Dec. 31, 2025
Debt Disclosure [Abstract]  
Short-term Notes

 

  14. Short-term Notes

  

The short-term notes consist of the following:

 

                                                   
Description   Interest
Rate
  Maturity
date
  Principal   Accrued
Interest
  Unamortized
debt
discount
 

December

31, 2025
Amount

  December
31, 2024
Amount
LXR Biotech     6.0 %   On Demand   $ 97,133     $ 39,199     $        $ 136,332     $ 124,309  
                                                     
Mirage Realty     18.0 %   May 15, 2025     600,000       7,500                607,500       613,500  
                                                     
Third Party     12.0 %   On demand     251,408       35,916                287,324       251,899  
                                                     
Revolving line of credit     120.0 %   August 13, 2024     64,423       42,519                106,942       162,576  
      120.0 %   September 30, 2024     199,100       300,219                499,319       258,589  
                                                     
M. Baldassara     10.0 %   December 31, 2025     120,000       7,331                127,331           
                                                     
R. Baldassara     10.0 %   December 31, 2025     120,000       7,332                127,332           
                                                     
Series R Promissory notes     7.5 %   March 31, 2025     1,155,000       206,647                1,361,647       1,164,250  
                                                     
Total notes payable               $ 2,607,064     $ 646,663     $        $ 3,253,727     $ 2,575,123  

  

LXR Biotech

 

On April 12, 2019, the Company, entered into a secured promissory note in the aggregate principal amount of CDN$133,130. The Note had a maturity date of April 11, 2020 and bears interest at the rate of six percent per annum from the date on which the Note was issued.

 

This note has not been repaid, is in default and remains outstanding.

 

Mirage Realty, LLC

 

On May 15, 2024, the Company, entered into a senior secured promissory note in the aggregate principal amount of $600,000. The note earns interest at 6% per annum for the first two months and 9% per annum for the following two months and 18% for the next two months. The note matured on November 15, 2024.

 

On October 29, 2024, the maturity date of the note was extended to January 2025 with interest accruing thereon at 18% per annum. On February 13, 2025, we received a further extension on this note to May 15, 2025 with interest thereon remaining at 18% per annum. No further extensions on the note were granted which is past due and in default, with interest accruing at the default rate of 18% per annum.

 

During the year ended December 31, 2025, the Company paid interest of $114,000 on the note.

 

Third party note

 

On April 12, 2019, Eileen Greene, a related party, assigned CDN$1,000,000 of the amount owed by the Company to her, to a third party. The loan bears interest at 12% per annum which the Company agreed to pay.

 

The balance outstanding on the note consists of principal of CDN$344,580 ($251,408) and interest accrued thereon of CDN$49,227 ($35,915) totaling CDN$393,806 ($287,324). During the year ended December 31, 2025, the Company paid interest of CDN$10,000 ($7,305).

 

Revolving line of credit

 

On February 1, 2024 Ethema Health Corporation, American Treatment Holdings Inc, and Evernia Health Center LLC entered into a secured revolving line of credit agreement (“Agreement”) with Testing 123, LLC. The draw under the Agreement is limited to a maximum of 80% of the Receivables balance as provided to the Lender, subject to the maximum borrowing under the Term Loan Agreement of $1,000,000. The interest on the term loan is 5% per month and the default interest rate is 10% per month. The revolving credit line is valid for a period of two years and each draw will have a maturity date that is two months from the draw date, with an origination fee of $1,000 per draw. Each loan may be prepaid at any time without penalty. The Company will pay a commitment fee of $40,000 to the borrower in common shares on the completion of a public offering, unless no such offering takes place within a year, whereby the outstanding principal will be increased by $40,000. The revolving credit line is secured by all assets, tangible and intangible of the Company and its direct and indirect subsidiaries, American Treatment Holdings, Inc. and Evernia Health Center, LLC.

 

On September 4, 2025, the Company received proceeds of $70,000 on a line of credit advance of $73,500, repayable on September 15, 2025. This amount was repaid and the additional $3,500 was recorded as an amortization of debt discount.

 

During the year ended December 31, 2025, the Company repaid principal of $120,177 and interest of $103,323.

 

M. Baldassara and R. Baldassara

 

On May 22, 2025, the Company entered into promissory note agreements with each of M. Baldassara and R. Baldassara for an aggregate principal amount of $120,000 each, bearing interest at 10% per annum and repayable on December 31, 2025. The promissory notes are unsecured. The promissory notes were not repaid at December 31, 2025 and are in default.

 

Series R senior secured promissory notes

 

Between April 15, 2024 and May 10, 2024, the Company entered into securities purchase agreements with accredited investors whereby the Company issued 6 senior secured promissory notes with an aggregate issue price of $660,000 for gross proceeds of $600,000. The promissory notes bear interest at 7.5% per annum, interest is payable quarterly at an increasing rate of 3%, 6%, 9% and 12% of the principal outstanding. The notes matured on March 31, 2025 and have not been repaid as yet, the Company is negotiating with the noteholders on extension and settlement options.

 

Between May 2, 2024 and May 10, 2024, the Company entered into exchange agreements with three investors, whereby the investors exchanged three series N notes with a principal amount outstanding of $450,000 for senior secured Series R promissory notes with an aggregate issue price of $495,000. The promissory notes bear interest at 7.5% per annum, interest is payable quarterly at an increasing rate of 3%, 6%, 9% and 12% of the principal outstanding. The notes matured on March 31, 2025 and are in default and accruing interest at the default rate of 24% per annum. The Company is currently negotiating with the note holders.

 

During the year ended December 31, 2025, the Company paid interest of $43,896 on the Series R senior secured promissory notes.