Related Party |
6 Months Ended |
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Jun. 30, 2026 | |
| Related Party Transactions [Abstract] | |
| Related Party | Related Party Officer compensation During the three and six months ended June 30, 2026 and 2025, the Company recorded $54,000 and $115,420, and, $54,997 and $93,837, respectively for living expenses for officers of the Company under general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss. During the three and six months ended June 30, 2026 and 2025, the Company recorded $30,250 and $53,000, and, $13,000 and $47,000, respectively, in insurance and consulting services to board members of the Company under general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive loss. As of June 30, 2026 and December 31, 2025, there were $0 amounts due to board members. Repurchase of noncontrolling interest In May 2026, the Company repurchased noncontrolling interests in its consolidated subsidiaries Vocal, Inc. and OG Collection, Inc. from certain officers and directors of the Company and its subsidiaries, for aggregate consideration of $185,691, of which $173,316 was paid to officers and directors. These repurchases were approved by the Board of Directors by unanimous written consent and are described further in Note 8 – Stockholder's Equity. The April 20 2023 Loan Agreement On April 20, 2023, the Company entered into a loan agreement (the “April 2023 Loan Agreement”) with Arthur Rosen, who would subsequently, in August 2025, be named a director of the Company (the “April 2023 Lender”), whereby Mr. Rosen issued the Company a promissory note of $130,000 (the “April 2023 Note”). Pursuant to the April 2023 Loan Agreement, the April 2023 Note has an effective interest rate of 18%. The maturity date of the April 2023 Note was April 26, 2023 (the “April 2023 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the April 2023 Loan Agreement were due. In May 2024, Mr. Rosen agreed to extend the maturity date of the April 2023 Note until December 28, 2024 in exchange for warrants to purchase 3,778 shares of the Company’s common stock at an exercise price of $35.00, together valued at $177,560. The May 2024 modification of the note was accounted for as a debt modification under ASC 470-50, with no gain or loss recognized and the carrying amount of the note unchanged. The fair value of the warrants issued $177,560 was recorded as an additional debt discount. The full amount of this debt discount was amortized during the year ended December 31, 2024. On December 30, 2024, the Lender agreed to extend the maturity date of the April 2023 Note until March 31, 2025. The amendment was accounted for as a debt modification in accordance with ASC 470-50. On July 8, 2025, the Lender agreed to extend the maturity date of the April 2025 Note to December 31, 2025. The amendment was accounted for as a debt modification in accordance with ASC 470-50. On December 30, 2025, the Lender agreed to extend the maturity date of the April 2023 Note to June 30, 2026. The amendment was accounted for as a debt modification in accordance with ASC 470-50. During the three and six months ended June 30, 2026 and 2025, the Company recorded $1,188 and $2,521, and $1,829 and $3,638, in interest expense, respectively. As of June 30, 2026 and December 31, 2025, debt discount balance on this note was $0 and $3,024, respectively. During the three months ended June 30, 2026 the loan was paid off. As of June 30, 2026, the note was no longer outstanding. The December 30, 2024 Loan Agreement On December 30, 2024, the Company entered into a Loan Agreement with CEO Jeremy Frommer, where the Company consolidated the outstanding notes with Mr. Frommer (the February 22 Loan Agreement, the March 26 Loan Agreement, and the June 13 Loan Agreement). The Company issued the promissory note with a principal amount of $117,614, the sum of the balances of the three consolidated notes. The note has a maturity date of December 30, 2024. The Company accrues interest at the rate of 20% per annum on the outstanding balance of the note. During the three and six months ended June 30, 2026 and 2025, the Company recorded $0 and $1,086, and $4,476 and $10,212, of interest expense, respectively. As of June 30, 2026 and December 31, 2025, the balance of accrued interest was $0. On March 30, 2025, the Lender agreed to extend the maturity date of the December 30, 2024 Note until February 28, 2026. The December 30, 2024 Loan Agreement with Jeremy Frommer matured on 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 related 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. As of June 30, 2026, this note is no longer outstanding. 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 has 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. In connection with the sale of Fly Flyte Inc., see Note 10 – Acquisitions, Investments and Disposals and Note 11 – Discontinued Operations, on March 9, 2026 the February 27, 2025 Note, with a carrying value of $361,143, 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 February 27, 2025 Note was outstanding, and as of June 30, 2026, it was no longer 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.
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