Debt (Details Narrative Three) - USD ($)
|
|
|
|
|
1 Months Ended |
2 Months Ended |
3 Months Ended |
12 Months Ended |
|
Sep. 24, 2024 |
Sep. 23, 2024 |
Sep. 05, 2024 |
Feb. 05, 2024 |
Oct. 31, 2024 |
Sep. 30, 2024 |
Dec. 31, 2025 |
Mar. 31, 2026 |
Mar. 31, 2025 |
Dec. 31, 2025 |
Dec. 31, 2024 |
Dec. 31, 2021 |
Oct. 10, 2022 |
| Aggregate principal amount |
|
|
|
$ 4,500,000
|
|
|
|
|
|
|
|
|
|
| Loss on extinguishment of debt |
|
|
|
|
|
|
|
$ (6,000)
|
$ (1,770,000)
|
$ 2,402,732
|
$ 1,071,563
|
|
|
| CPBF Securities Purchase Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Long-Term Debt, Gross |
|
$ 2,000,000.0
|
|
|
|
|
|
|
|
|
|
|
|
| Term Note [Member] | Loan agreement with cpbf Lending Llc [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest expense |
|
|
|
|
|
|
|
|
|
|
851,000
|
|
|
| Interest expense debt |
|
|
|
|
|
|
|
|
|
|
773,000
|
|
|
| Debt related commitement fees and debt issuance costs |
|
|
|
|
|
|
|
|
|
|
$ 79,000
|
|
|
| Convertible Debt [Member] | Loan agreement with cpbf Lending Llc [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Effective interest rate percentage |
|
|
|
|
|
|
|
|
|
|
16.00%
|
|
|
| Interest expense |
|
|
|
|
|
|
|
|
|
|
$ 350,430
|
|
|
| Interest expense debt |
|
|
|
|
|
|
|
|
|
|
325,818
|
|
|
| Debt related commitement fees and debt issuance costs |
|
|
|
|
|
|
|
|
|
|
$ 24,612
|
|
|
| 2024 CP BF Convertible Note [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument, interest rate |
|
15.50%
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument conversion price per share |
|
$ 778.00
|
|
|
|
|
|
|
|
|
|
|
|
| Aggregate principal amount |
|
$ 10,800,000
|
|
|
|
|
$ 2,840,000
|
|
|
2,840,000
|
|
|
|
| Loss on extinguishment of debt |
|
|
$ 6,500,000
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument, maturity date |
|
Feb. 19, 2027
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument, increase in interest rate of an event of default |
|
20.00%
|
|
|
|
|
|
|
|
|
|
|
|
| Exit fee, percentage |
|
1.00%
|
|
|
|
|
|
|
|
|
|
|
|
| 2024 CPBF Convertible Note [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument, interest rate |
|
15.50%
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument conversion price per share |
|
$ 778.00
|
|
|
|
|
|
|
|
|
|
|
|
| Aggregate principal amount |
|
$ 10,758,775
|
|
|
|
|
|
|
|
|
|
|
|
| Loss on extinguishment of debt |
|
|
$ 6,529,402
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument, maturity date |
|
Feb. 19, 2027
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument, increase in interest rate of an event of default |
|
20.00%
|
|
|
|
|
|
|
|
|
|
|
|
| Exit fee, percentage |
|
1.00%
|
|
|
|
|
|
|
|
|
|
|
|
| CPBF Lending LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt Instrument, covenant compliance description |
|
|
|
|
|
|
|
For
all respective periods presented, the Company was not in compliance with the Minimum Gross Profit Margin covenant in section 7.14.1 of
the Loan Agreement, the Minimum ARR Growth covenant in section 7.14.2 of the Loan Agreement, and the Fixed Charge Coverage Ratio covenant
in section 7.14.3 of the Loan Agreement. As a result of the Company’s noncompliance with the financial covenants, the entire principal
amount and all unpaid and accrued interest will be classified as current on the Company’s consolidated balance sheets
|
|
|
For
all respective periods presented, the Company was not in compliance with the Minimum Gross Profit Margin covenant in section 7.14.1 of
the Loan Agreement, the Minimum ARR Growth covenant in section 7.14.2 of the Loan Agreement, and the Fixed Charge Coverage Ratio covenant
in section 7.14.3 of the Loan Agreement. As a result of the Company’s noncompliance with the financial covenants, the entire principal
amount and all unpaid and accrued interest will be classified as current on the Company’s consolidated balance sheets.
|
|
|
| Shares issued upon conversion of option, value |
|
|
|
|
$ 216,284
|
|
165,461
|
|
|
|
|
|
|
| Proceeds from issuance of private placement |
$ 4,600,000
|
|
|
|
|
|
|
|
|
|
|
|
|
| CPBF Lending LLC [Member] | Term Note [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument, interest rate |
|
|
|
|
|
|
|
|
|
|
|
14.00%
|
|
| Frequency of periodic interest payment |
|
|
|
|
|
|
|
|
|
|
|
monthly
|
|
| Paid in kind interest |
|
|
|
|
|
|
|
|
|
|
|
1.50%
|
|
| Effective interest rate percentage |
|
|
|
|
|
|
|
|
|
|
16.00%
|
|
|
| CPBF Lending LLC [Member] | Convertible Debt [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Paid in kind interest |
|
|
|
|
|
|
|
|
|
|
|
15.50%
|
|
| Debt instrument conversion price per share |
|
|
|
|
|
|
|
$ 50.00
|
|
|
|
$ 1,336.40
|
|
| CPBF Lending LLC [Member] | First Amendment Convertible Note [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Aggregate principal amount |
|
|
|
|
|
|
|
|
|
|
|
|
$ 321,345
|
| CPBF Lending LLC [Member] | 2024 CP BF Convertible Note [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Effective interest rate percentage |
|
|
|
|
|
|
|
15.40%
|
|
|
|
|
|
| Interest expense |
|
|
|
|
|
|
|
$ 194
|
|
335
|
|
|
|
| CPBF Lending LLC [Member] | 2024 CP BF Convertible Note [Member] | Side Letter to the Loan Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument, convertible terms |
|
|
|
|
|
|
|
On
September 5, 2024, the Company entered into a side letter to the loan agreement with CP BF whereby the Company agreed to consolidate
the Term Note, CP BF Convertible Note and First Amendment Convertible Note (combined the “Old CP BF Notes”) into a single
convertible note (the “2024 CP BF Convertible Note”)
|
|
|
|
|
|
| CPBF Lending LLC [Member] | 2024 CPBF Convertible Note [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Aggregate principal amount |
|
|
|
|
|
|
$ 2,840,677
|
|
|
$ 2,840,677
|
|
|
|
| Effective interest rate percentage |
|
|
|
|
|
|
15.40%
|
|
|
15.40%
|
|
|
|
| Percentage of capital stock issued |
20.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cash proceeds from issuance of convertible notes |
$ 3,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
| CPBF Lending LLC [Member] | 2024 CPBF Convertible Note [Member] | Side Letter to the Loan Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument, convertible terms |
|
|
|
|
|
On
September 5, 2024, the Company entered into a side letter to the loan agreement with CP BF whereby the Company agreed to consolidate
the Term Note, CP BF Convertible Note and First Amendment Convertible Note (combined the “Old CP BF Notes”) into a single
convertible note (the “2024 CP BF Convertible Note”).
|
|
|
|
|
|
|
|
| Common Class A [Member] | Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants issued |
|
2,828
|
|
|
|
|
|
|
|
|
|
|
|
| Common Class A [Member] | CPBF Securities Purchase Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Share issued |
|
1,305
|
|
|
|
|
|
|
|
|
|
|
|
| Common Class A [Member] | CPBF Lending LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Percentage of owned, related party |
|
|
16.00%
|
|
|
|
|
|
|
|
16.00%
|
|
|
| Share issued |
|
|
350
|
|
278
|
|
3,135
|
|
|
|
|
|
|
| Common stock price per share |
|
|
|
|
$ 778.00
|
|
|
|
|
|
|
|
|
| Common Class A [Member] | CPBF Lending LLC [Member] | Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common stock price per share |
|
|
|
|
|
|
$ 55.00
|
|
|
$ 55.00
|
|
|
|
| Gem Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shares issuable under the terms of promissory note |
|
|
|
10,000
|
|
|
|
|
|
|
|
|
|
| Aggregate principal amount |
|
|
|
$ 1,000,000.0
|
|
|
|
|
|
|
|
|
|
| Gem Agreement [Member] | Common Class A [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shares issuable under the terms of promissory note |
|
|
|
10,000
|
|
|
|
|
|
|
950
|
|
|