v3.26.1
Notes Payable
 6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Notes Payable Notes Payable
Notes payable as of June 30, 2026 and December 31, 2025 is as follows:
Outstanding
Principal
as of June 30,
2026		Outstanding
Principal
as of December 31,
2025		Interest
Rate		Original
Maturity
Date
The April 20, 2023 Loan Agreement$— $31,213 18%June 2026
The May 31, 2024 Loan Agreement— 55,000 15%June 2026
The December 30, 2024 Loan Agreement— 23,965 20%February 2026
The June 1, 2025 Loan— 81 -%December 2026
The July 23, 2025 Loan Agreement— 358 None OID onlyJanuary 2027
The October 1, 2025 Loan Agreement— 18,677 None OID onlyApril 2027
The January 5, 2026 Loan Agreement4,549 — None OID onlyJanuary 2027
The January 29, 2026 Loan Agreement94,110 — 20%July 2026
The February 9, 2026 Loan Agreement28,394 — None OID onlyAugust 2027
127,053 129,294 
Less: Debt Discount(8,343)(8,164)
Total Debt118,709 121,130 
Less: Current Debt(94,256)(106,819)
Total Long Term Debt$24,453 $14,311 
The June 13, 2020 Loan Agreement
On June 13, 2020, Flewber Global, Inc. received a loan of $63,800 from the United States’ Small Business Administration (“SBA”) under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). This loan was assumed by the Company on February 27, 2025 as part of the acquisition of Flewber Global, Inc.
This loan accrues interest at 3.75% per annum. The balance of principal and interest will be fully repaid thirty years from the date the loan was received. Future payments of $3,732 will be made each year, in the form of monthly payments of $311 until the principal balance is fully repaid. During the three and six months ended June 30, 2026 the Company
recorded $0 and $384 in interest expense, respectively. During the three and six months ended June 30, 2025, the Company recorded $0 and $200 in interest expense, respectively.
In connection with the sale of Fly Flyte Inc., Note 10 – Acquisitions, Investments and Disposals and Note 11 – Discontinued Operations, on March 9, 2026 the SBA loan, with a carrying value of $57,291, was derecognized upon the divestiture, as the obligor under the note was the entity included in the disposal group. All accrued interest had been paid prior to the closing, and no material accrued interest remained outstanding at the date of sale. Upon the loss of control and deconsolidation of the divested entity in accordance with ASC 810-10-40, the note was removed from the Company's condensed consolidated balance sheets, and its carrying value was included in the net assets disposed of in the determination of the loss on sale. Accordingly, as of December 31, 2025, the SBA note was outstanding, but as of June 30, 2026, it was no longer outstanding.
The Second September 2022 Loan Agreement
On September 22, 2022, the Company entered into a loan agreement (the “Second September 2022 Loan Agreement”) with a lender (the “First September 2022 Lender”), whereby the Second September 2022 Lender issued the Company a promissory note of $876,000 (the “Second September 2022 Note”). The Company received cash proceeds of $272,614 and rolled the remaining $303,386 of principal from the First May 2022 Loan Agreement. Pursuant to the Second September 2022 Loan Agreement, the Second September 2022 Note has a flat interest fee of $321,637, for an effective interest rate of 100%. The maturity date of the Second September 2022 Note was May 5, 2023 (the “Second September 2022 Maturity Date”). The Company is required to make weekly payments of $27,375. The Second September 2022 Note is secured by officers of the Company. On June 23, 2023, the Company and the Second September 2022 Lender executed an agreement amending the payment terms and extending the Second September 2022 Maturity Date to December 31, 2023.
On June 13, 2025, the Company entered into a Settlement Agreement with the Second September 2022 Lender, whereby the Company agreed to make a payment of $2,500 by June 13, 2025, and two subsequent payments of $25,000 to close out the remaining note.
On July 9, 2025, the Company amended the Settlement Agreement with the Second September 2022 Lender, whereby the Second September 2022 Lender agreed to a payment of $40,000 and forgive the remainder of the note.
During the year ended December 31, 2025, the Company paid $65,000 towards the Second September 2022 Note and entered into a settlement agreement with the lender for the remaining balance, resulting in a gain on settlement of debt of $343,625.
During the three and six ended June 30, 2026 and 2025, the Company recorded $0 in accretion of debt discount, respectively. As of June 30, 2026 and December 31, 2025, this note was no longer outstanding.
The April 20 2023 Loan Agreement
On April 20, 2023, the Company entered into a loan agreement with Arthur Rosen, a director of the Company since August 2025, pursuant to which Mr. Rosen issued the Company a promissory note in the principal amount of $130,000 at an interest rate of 18% per annum. The note has been extended multiple times and matured on June 30, 2026. See Note 7 – Related Party for additional information regarding this note, including modification history and associated warrant issuances.
The April 5th, 2024 Loan Agreement

On April 5, 2024, the Company entered into a promissory note agreement (the “April 5 Loan Agreement”) with a lender (“April 5 lender”), whereby the April 5 lender issued the Company a promissory note of $56,250 (the “April 5 Note”). The original maturity date of the April 5 Note is February 15, 2025. This note has a flat interest fee of 15%. During the three and six months ended June 30, 2026 the Company recorded $0 in interest expense. During the three and six months ended June 30, 2025, the Company recorded $0 and $1,228, in interest expense, respectively. As of June 30, 2026 and December 31, 2025, the balance of accrued interest was $0.
The Company recorded a $11,250 debt discount relating to an original issue discount and debt issuance costs of $5,000. The debt discount is being accreted over the life of the note. During the three and six months ended June 30, 2026 and
2025, the Company recorded $0 and $0, and $0 and $2,366, in accretion of debt discount, respectively. The debt discount was fully amortized as of December 31, 2025.
On December 4, 2024, the Lender agreed to extend the note’s maturity date to March 31, 2025.
On August 14, 2025, the Lender and the Company reached a Settlement Agreement, whereby the Lender agreed to accept $60,000 to satisfy all remaining principal, interest and penalties due. The Company paid this settlement amount on August 14, 2025. As of December 31, 2025, this note was no longer outstanding.
The May 3rd, 2024 Loan Agreement
On May 3, 2024, the Company entered into a promissory note agreement (the “May 3 Loan Agreement”) with a lender (“May 3 lender”), whereby the May 3 lender issued the Company a convertible promissory note of $60,000 (the “May 3rd Note”). This note does not accrue interest. The May 3 Note has a maturity date of May 3, 2025.
The Company recorded a $24,600 debt discount relating to an original issue discount and debt issuance costs of $2,400. The debt discount is being accreted over the life of the note. During the three and six months ended June 30, 2026 and 2025, the Company recorded $0 and $0, and $823 and $9,099, in accretion of debt discount, respectively. As of December 31, 2025, the discount had been fully amortized.
On July 7, 2025, the Company and the May 3 Loan Agreement Lender agreed to settle the outstanding balance of the note with a $11,000 cash payment against the balance and forgave the remainder of the balance. This note was no longer outstanding as of December 31, 2025.
The May 31, 2024 Loan Agreement
On May 31, 2024, the Company entered into a promissory note agreement (the “May 31 Loan Agreement”) with a lender (the “May 31 Lender”) whereby the May 31 Lender issued the Company a promissory note in the amount of $60,000. The Maturity Date of the note is May 31, 2025. The Company recorded debt issuance costs of $1,800 for an original issue discount. The debt discount is being accreted over the life of the note. The principal of the note shall be due and payable in full on the Maturity Date. During the three and six months ended June 30, 2026 and 2025, the Company recorded $0 and $0, and $125 and $745, respectively, in accretion of debt issuance costs. The debt issuance costs have been fully amortized as of December 31, 2025.
The note has a flat interest fee of 15%. During the three and six months ended June 30, 2026 and 2025, the Company recorded $869 and $2,697, and $2,038 and $4,110, respectively, in interest expense. As of June 30, 2026 and December 31, 2025, the balances of accrued interest was $0 and $11,267, respectively.
On January 12, 2026, the Company entered into a settlement agreement with the May 31, 2024 Loan Agreement Lender, whereby the Company agreed to pay $46,899 over a period of six monthly installments through June 2026. Upon completion of the full settlement payment, the remainder of the balance shall be forgiven and the loan will be completed. During 2026, the settlement agreement was paid in full. During the three and six months ended June 30, 2026, the Company recorded $22,063, in gain on settlement of liabilities in the accompanying condensed consolidated statements of operations and comprehensive loss.
As of June 30, 2026, the note is no longer outstanding.
The August 20th, 2024 Loan Agreement
On August 20, 2024, the Company entered into a loan agreement (the “August 20 Loan Agreement”) with a lender (the “August 20 Lender”), whereby the August 20 Lender issued the Company a promissory note of $15,415 (the “August 20 Note”). The estimated term of the August 20 Note was approximately 181 days, or February 17, 2025, based on the Lender’s projection of daily collections at 10% of the Company’s receivables until the total payment amount was satisfied. Although payments continued beyond the estimated 181-day period, the note remained in good standing, all payment obligations were satisfied, and the note did not go into default.
The Company recorded debt issuance costs of $1,615. The debt discount is being accreted over the life of the note. During the three and six months ended June 30, 2026 and 2025, the Company recorded $0 and $0, and $0 and $428, in accretion of debt discount, respectively. As of December 31, 2025, the discount had been fully amortized.
As of December 31, 2025, this note is no longer outstanding.
The October 18, 2024 Loan Agreement
On October 18, 2024, the Company entered into a loan agreement (the “October 18 Loan Agreement”) with a lender (the “October 18 Lender”), whereby the October 18 Lender issued the Company a promissory note of $43,041 (the “October 18 Note”). The maturity date of the October 18 Note is April 18, 2025 (the “Maturity Date”). The Company is required to make a minimum payment every 60 days of $4,782. The note does not accrue interest.
The Company recorded debt issuance costs of $3,841. The debt discount is being accreted over the life of the note. During the three and six months ended June 30, 2026 and 2025, the Company recorded $0 and $0, and $0 and $3,364, in accretion of debt discount. As of December 31, 2025, the discount had been fully amortized.
As of June 30, 2026 and December 31, 2025, this note is no longer outstanding.
The December 30, 2024 Loan Agreement
On December 30, 2024, the Company entered into a loan agreement with Jeremy Frommer, Chief Executive Officer, consolidating three prior notes into a single promissory note with a principal amount of $117,614 at an interest rate of 20% per annum. The note matured February 28, 2026 and entered into default; on March 30, 2026, the outstanding principal and accrued interest were repaid in full and the lender waived all default interest and penalties of $1,430. This is included in the gain on settlement of liabilities in the accompanying condensed consolidated statement of operations and other comprehensive income for the three and six months ended June 30, 2026. This note is no longer outstanding as of June 30, 2026. See Note 7 – Related Party for additional information regarding this note.
The February 4, 2025 Loan Agreement
On February 4, 2025, Flewber Global, Inc. entered into a Loan Agreement (the “February 4, 2025 Loan Agreement”) with a lender (the “February 4, 2025 Lender”) pursuant to which the lender issued the Company a promissory note of $67,500. The note had a maturity date of December 31, 2025. Prior to February 27, 2025, Flewber Global, Inc. repaid $2,500 towards the principal of this note.
On February 27, 2025, the outstanding balance of $65,000 became a liability of the Company through the acquisition of Flewber Global, Inc. The note was settled in full on November 13, 2025 through a $25,000 cash payment and the conversion of the remaining balance into 200 shares of Series A preferred stock, for a consideration value of $24,000. During the three and six months ended June 30, 2026 and 2025, the Company recorded $0 in interest expense. As of December 31, 2025, this note is no longer outstanding. See Note 11 – Discontinued Operations.
The February 27, 2025 Loan Agreement
On February 27, 2025, as part of the acquisition of Flewber Global, Inc., the Company assumed a demand loan between Flewber Global, Inc. and its CEO, Marc Sellouk in the amount of $365,000 (the "February 27, 2025 Note"). The Company formalized the loan through a written agreement (the "February 27, 2025 Loan Agreement”). The Loan Agreement had a maturity date of February 27, 2026 and accrues interest at a flat monthly rate of $3,000 per month. During the three and six months ended June 30, 2026 and 2025, the Company recorded $0 and $9,000, and, $8,877 and $12,033, in interest expense, respectively. See Note 7 – Related Party for additional information regarding this note.
The June 1, 2025 Loan Agreement

On June 1, 2025, the Company entered into a loan agreement (the “June 1, 2025 Loan Agreement”) with a lender (the “June 1, 2025 Lender”), whereby the June 1, 2025 Lender issued the Company a promissory note of $44,871 (the “June 1, 2025 Note”). The maturity date of the June 1, 2025 Note is December 1, 2026 (the “Maturity Date”). The Company is required to make a minimum payment every 60 days of $4,986. The note does not accrue interest.
The Company recorded debt issuance costs of $4,771. The debt discount is being accreted over the life of the note. During the three and six months ended June 30, 2026 and 2025, the Company recorded $0 and $3,439, and $0, in accretion of debt discount, respectively. As of June 30, 2026, the debt discount balance was $0 and as of December 31, 2025, the debt discount balance was $3,439. During the six months ended June 30, 2026, the remaining balance of $3,520 was fully repaid. As of June 30, 2026, this note is no longer outstanding and as of December 31, 2025, this note was outstanding.
The First June 4, 2025 Loan Agreement
On June 4, 2025, the Company entered into a loan agreement (the “First June 4, 2025 Loan Agreement”) with a lender (the “First June 4, 2025 Lender”) whereby the First June 4, 2025 Lender issued the Company a promissory note of $12,500 (the “First June 4, 2025 Notes”). The note has a maturity date of June 30, 2025.
As additional consideration, the First June 4, 2025 Lender was issued 37,500 5-year warrants to purchase the Company’s common stock at an exercise price of $1.00 per share. The Company accounted for the issuance of the warrants and the note using the relative fair value method. The total relative fair value was allocated as follows: $6,477 to the debt instrument (52%) and $6,023 to the warrants (48%). The Company recorded a $6,023 debt discount over the life of the note. During the three and six months ended June 30, 2026 and 2025, the Company recorded $0 and $0, and $6,023 and $6,023, in accretion of debt discount, respectively. As of December 31, 2025 the discount has been fully amortized.
As of December 31, 2025, this note was no longer outstanding.
The June 13, 2025 Loan Agreement
On June 13, 2025, the Company entered into a loan agreement (the "June 13, 2025 Loan Agreement”) with a lender (the “June 13, 2025 Lender”) whereby the June 13, 2025 Lender issued the Company a promissory note of $100,000 (the “June 13, 2025 Note”). The note has a maturity date of February 15, 2026, and has repayment rights upon the return of the security deposit of a leased aircraft by the Company or any sale of Fly Flyte, Inc. or Ponderosa Air LLC or its assets.
As additional consideration for the issuance of the promissory note, the Company granted the lender seven complimentary Hops flights on the Company’s aircraft, with a total fair value of $7,805 ($1,115 per flight). The flights are redeemable at the lender’s discretion and are recorded as a flight obligation liability until redeemed under accounts payable and accrued liabilities on the condensed consolidated balance sheets. The full value was recognized as interest expense upon issuance of the note. On September 18, 2025, the Lender agreed to convert the remaining principal balance due on the Note of $100,000 to 134 shares of Series G Preferred Stock.
During the three and six months ended June 30, 2026 and 2025, the Company recorded $0 in accretion of debt discount, respectively. As of December 31, 2025, the Note was no longer outstanding.
The July 23, 2025 Loan Agreement
On July 23, 2025, the Company entered into a loan agreement (the “July 23, 2025 Loan Agreement”) with a lender (the “July 23, 2025 Lender” whereby the July 23, 2025 Lender issued the Company a promissory note of $7,827. The maturity date of the July 23, 2025 Note is January 23, 2027 (the “Maturity Date”). The note does not accrue interest.
The Company recorded a debt discount of $1,027. The debt discount is being accreted over the life of the note. During the three and six months ended June 30, 2026 and 2025, the Company recorded $0 and $634, and, $0 and $0, in accretion of debt discount, respectively. As of June 30, 2026 and December 31, 2025, the debt discount balance is $0 and $634, respectively.
As of June 30, 2026, the note is no longer outstanding. As of December 31, 2025 this note was outstanding.
The October 1, 2025 Loan Agreement

On October 1, 2025, the Company entered into a loan agreement (the “October 1, 2025 Loan Agreement”) with a lender, (the “October 1, 2025 Lender”) whereby the October 1, 2025 Lender issued the Company a promissory note of $43,758. The maturity date of the October 1, 2025 Loan Agreement is April 2, 2027 (the “Maturity Date”). The Company is required to make a minimum payment every 60 days of $4,862. The note does not accrue interest.
The Company recorded a debt discount of $4,862. The debt discount is being accreted over the life of the note. During the three and six months ended June 30, 2026 and 2025, the Company recorded $0 and $4,090, and $0 and $0, respectively, in accretion of debt discount and issuance costs. As of June 30, 2026 and December 31, 2025, the debt discount balance was $0 and $4,090, respectively.
As of June 30, 2026, the note is no longer outstanding.
The January 5, 2026 Loan Agreement

In January 2026, OG Gallery Inc., a subsidiary of the Company, entered into a Merchant Loan Agreement with WebBank (the "Lender") through the Shopify Capital program. The agreement provides for a loan of $9,200, with a total repayment obligation of $9,963. The $763 difference, representing the cost of funds, was recorded as a debt discount and is being accreted to interest expense over the expected repayment term.
The loan is repaid through daily remittances equal to 25% of the subsidiary's Shopify sales, applied against the total repayment obligation until paid in full. The agreement has a maximum term of 18 months, with minimum cumulative payments of 30% of the total repayment amount due within six months and 60% due within twelve months. Prepayment is permitted without penalty.
Borrowings are secured by a first-priority lien on substantially all assets of OG Gallery Inc. (excluding real estate) and may be accelerated upon an event of default.
As of June 30, 2026, the debt discount balance was $398, and the Company recorded $192 and $365, in accretion of debt discount during the three and six months ended June 30, 2026. As of June 30, 2026, this note is outstanding.
The January 29, 2026 Loan Agreement
On January 29, 2026, the Company issued a promissory note (the "January 29, 2026 Note") to the Company's Chief Executive Officer, in the principal amount of $125,000. The note was issued with an original issue discount of 20%, or $25,000, resulting in net proceeds of $100,000. The note bears interest at 20% of the principal amount over its six-month term and matures on July 29, 2026. The note is convertible into equity of the Company only upon the mutual written consent of both parties. See Note 7 – Related Party for additional information regarding this note.

The Company recorded a $25,000 debt discount relating to the original issue discount, which is being accreted over the life of the note. During the three and six months ended June 30, 2026, the Company recorded $4,641 and $8,751, respectively, in interest expense, and $12,569 and $20,994, respectively in accretion of debt discount. As of June 30, 2026, the outstanding principal balance was $94,110, the accrued interest balance was $4,641, and the debt discount balance was $4,006.

The February 9, 2026 Loan Agreement
On February 9, 2026, the Company, through a subsidiary, entered into a loan agreement (the "February 9, 2026 Loan Agreement") with a lender (the "February 9, 2026 Lender") whereby the February 9, 2026 Lender extended the Company a loan in the principal amount of $55,300 (the "February 9, 2026 Loan"). The loan carries a fixed fee of $5,308, for a total repayment amount of $60,608, and has a final repayment date of August 10, 2027. The loan is repaid through the withholding of 25.00% of the Company's daily Stripe receivables, with a minimum payment of $6,734 due every 60 days. The loan is secured by the Company's Stripe account and substantially all of the Company's business assets. Of the gross proceeds, $8,035 was applied to repay the outstanding balance of a prior financing arrangement, resulting in net loan proceeds of $47,265.
The fixed fee of $5,308 was recorded as a debt discount and is being accreted over the term of the loan. During the three and six months ended June 30, 2026, the Company recorded $883 and $1,368, respectively, in accretion of debt discount. The debt discount balance was $3,940 as of June 30, 2026. As of June 30, 2026, the note was outstanding.
The February 13, 2026 Loan Agreement

In February 13, 2026, the Company issued an unsecured promissory note with a lender (the "February 13, 2026 lender") with a principal balance of $145,000, bearing interest at 12.0% per annum. In connection with the divestiture of Flyte, Note
10 – Acquisitions, Investments and Disposals, the proceeds advanced under the note had been provided by the buyer, and upon closing the note was treated as consideration in the transaction rather than repaid in cash. The note had not been repaid as of the closing date. Accordingly, the $145,000 was applied toward the purchase consideration and the Company was fully released from its obligations under the note, with the resulting effect reflected in the determination of the loss on sale. See Note 10 – Acquisitions, Investments and Disposals.
Debt Maturities
The entire balance of $24,454 in total long-term debt matures August 2027.