LOANS FROM RELATED PARTY |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Loans From Related Party | |
| LOANS FROM RELATED PARTY | NOTE 6 — LOANS FROM RELATED PARTY
On June 1, 2021, the Company issued Dolphin Entertainment LLC (“DE LLC”), an entity wholly owned by the Company’s CEO, Bill O’Dowd, a nonconvertible promissory note with a principal balance of $1,107,873 which was to mature on December 31, 2026. On April 29, 2024 and June 10, 2024, the Company issued two nonconvertible promissory notes to DE LLC in the amounts of $1,000,000 and $135,000, respectively, which were to mature on April 29, 2029 and June 10, 2029, respectively, (collectively, “the DE LLC Notes”). The DE LLC Notes each bore interest at a rate of 10% per annum.
On May 12, 2025, the Company entered into an exchange agreement (the “Exchange Agreement”) with DE LLC, pursuant to which, the Company and DE LLC agreed to exchange the three DE LLC Notes in the aggregate principal amount of $2,242,873 currently held by DE LLC for three convertible promissory notes (the “DE New Notes”) in the same principal amounts. As consideration for the exchange, the Company and DE LLC agreed to extend the maturity dates on each of the notes by six months. One note, with a principal balance of $1,107,873 now matures on June 30, 2027, one note with a principal balance of $1,000,000 now matures on October 29, 2029 and one note with a principal balance of $135,000, now matures on December 10, 2029. The DE New Notes continue to bear interest at a rate of 10% per annum. DE LLC may convert the principal balance of the DE New Notes and any accrued interest thereon at any time before the maturity date of the DE New Notes into the Company’s common stock at a conversion price of $1.00 per share. The Company accounted for this exchange as an extinguishment of debt and recorded the difference between the carrying value of the DE LLC Notes and the fair value of the DE New Notes of approximately $0.8 million as a loss from extinguishment of debt in our condensed consolidated statements of operations for the three and six months ended June 30, 2025.
As of June 30, 2026 and December 31, 2025, the Company had an aggregate principal balance of $2,774,965 and $2,904,357, respectively, related to the DE New Notes under the caption, convertible notes payable – related party, in the Company’s condensed consolidated balance sheets. During the six months ended June 30, 2026 and 2025, the Company did not repay any principal balance or make interest payments on the DE LLC Notes or DE New Notes. The Company recorded interest expense of $55,918 for the three months ended June 30, 2026 and 2025 and $111,222 and $99,938 for the six months ended June 30, 2026 and 2025. related to the DE LLC Notes and the DE New Notes. As of June 30, 2026 and December 31, 2025 we had a balance in accrued interest – related party of $599,276 and $488,054, respectively, on the Company’s condensed consolidated balance sheets related to the DE LLC Notes. Mock Notes During 2024, the Company issued three nonconvertible promissory notes to Mr. Donald Scott Mock, the brother of Mr. O’Dowd, in the amount of $900,000, $75,000 and $8,112, respectively, and received proceeds of $983,112 (the “Mock Notes”). The Mock Notes bear interest at a rate of 10% per annum and mature on January 16, 2029, May 28, 2029 and December 30, 2029, respectively. As of both June 30, 2026 and December 31, 2025, we had a principal balance of $983,112 related to the Mock Notes under the caption loans from related party, in the Company’s condensed consolidated balance sheets. For the six months ended June 30, 2026 and 2025, the Company did not repay any principal balance on the Mock Notes. During the six months ended June 30, 2026 the Company made interest payments of $49,156. No interest payments related to the Mock Notes were made during the six months ended June 30, 2025. During the three and six months ended June 30, 2026 and 2025, the Company recorded interest expense of $24,578 and $49,156, respectively, related to the Mock Notes. As of June 30, 2026 and December 31, 2025, we had a balance in accrued interest – related party of $188,728 on our condensed consolidated balance sheets related to the Mock Notes. |