v3.26.1
Subsequent Events
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstarct]  
SUBSEQUENT EVENTS

NOTE 15 – SUBSEQUENT EVENTS

 

Convertible Note Issuances

 

On July 14, 2026, the Company entered into a second amended and restated promissory note (the “July 2026 Note”) with SRX Global, which amends and restates in its entirety the May 2026 Note, as amended and restated by the June 2026 Note. Pursuant to the July 2026 Note, the Company may borrow, from time to time thereunder, up to a maximum aggregate purchase price not to exceed a sum of $2,085,200 (the “July 2026 Maximum Loan Amount”). Of the July 2026 Maximum Loan Amount, $750,000 was funded pursuant to the May 2026 Note, an additional $663,600 was funded pursuant to the June 2026 Note, and an additional $671,600 of net proceeds was funded pursuant to the July 2026 Note for a note having a principal balance of $839,500. The July 2026 Note bears interest at a rate of 10% per annum, matures on May 28, 2027, and is convertible into shares of the Company’s Common Stock. At any time after the issuance of the July 2026 Note, SRX Global, at its option, is entitled to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into Common Stock at a conversion price equal to the lesser of (i) $0.05 and (ii) 80% of the average of the 5 (five) lowest intraday trading prices during the 20 (twenty) days prior to the day that SRX Global requests conversion, unless otherwise modified by mutual agreement between the parties, subject to certain adjustments and limitations, including a beneficial ownership limitation of 4.99%.

 

On August 11, 2026, the Company entered into a third amended and restated promissory note (the “August 2026 Note”) with SRX Global, which amends and restates in its entirety May 2026 Note, as amended and restated by the June 2026 Note and as further amended and restated by the July 2026 Note. Pursuant to the August 2026 Note, the Company may borrow, from time to time thereunder, up to a maximum aggregate amount not to exceed a sum of $2,235,200 (the “August 2026 Maximum Loan Amount”). Of the August 2026 Maximum Loan Amount, $750,000 was funded pursuant to the May 2026 Note, an additional $663,600 was funded pursuant to the June 2026 Note, an additional $671,600 was funded pursuant to the July 2026 Note, and an additional $150,000 was funded pursuant to the August 2026 Note. The August 2026 Note bears interest at a rate of 10% per annum, matures on May 28, 2027, and is convertible into shares of the Company’s Common Stock. At any time after the issuance of the August 2026 Note, SRX Global, at its option, is entitled to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into Common Stock at a conversion price equal to the lesser of (i) $0.05 and (ii) 80% of the average of the 5 (five) lowest intraday trading prices during the 20 (twenty) days prior to the day that SRX Global requests conversion, unless otherwise modified by mutual agreement between the parties, subject to certain adjustments and limitations, including a beneficial ownership limitation of 4.99%.

 

Conversion of Series D Preferred Shares

 

During the period from July 1, 2026 to August 13, 2026, 31 shares of Series D Preferred Stock were converted into 3,100,000 shares of Common Stock at a conversion price of $0.01 per share.

 

Conversion of Series E Preferred Shares

 

During the period from July 1, 2026 to August 13, 2026, 47.196 shares of Series E Preferred Stock were converted into 4,719,596 shares of Common Stock at a conversion price of $0.01 per share.