Advance Payable — Related Party and Related Party Transactions |
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Jun. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Advance Payable — Related Party and Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ADVANCE PAYABLE — RELATED PARTY AND RELATED PARTY TRANSACTIONS | NOTE 7 — ADVANCE PAYABLE — RELATED PARTY AND RELATED PARTY TRANSACTIONS
Advance payable to related party of $12,000 as of June 30, 2026 and December 31, 2025 represents a non-interest-bearing advance from a director of MindWave that is unsecured and due on demand.
Notes payable — related party consisted of the following:
Interest expense on notes payable — related party was $6,233 and $12,398 for the three and six months ended June 30, 2026, respectively. Accrued interest on notes payable — related party was $40,350 as of June 30, 2026 and $27,952 as of December 31, 2025. On April 24, 2026, in connection with the Settlement Agreement described in Note 1, Lokahi assumed the notes payable — related party and the associated accrued interest of $34,117 previously carried by the Company. Interest expense on notes payable — related party was $9,997 and $21,253 for the three and six months ended June 30, 2025, respectively, and accrued interest on notes payable — related party was $15,351 as of June 30, 2025. The $34,117 is the balance of accrued interest on those notes recorded on the Company’s own books immediately before the assumption; it is not a consolidated balance sheet amount at any reporting date, and on consolidation it forms part of the $40,350 of accrued interest — related party presented as of June 30, 2026. The notes payable — related party themselves remain outstanding at $500,100 at both dates because the assumption transferred the obligation between consolidated entities and did not settle it with the holders.
Related-party compensation expense was $27,500 and $110,641 for the three and six months ended June 30, 2026, respectively, comprising board of director fees of $27,500 and $47,500, director salary of $ and $60,000 and statutory contributions of $ and $3,141. During the three and six months ended June 30, 2025, related-party convertible notes with an aggregate principal amount of $386,676, together with accrued interest of $112,546, were converted into 29,713 shares of common stock, as adjusted for the reverse stock split, for a total credit to shareholders’ equity of $499,222.
Amounts owed by related parties of $115,570 as of June 30, 2026 are described in Note 4. The Company’s license and supply arrangements with Apimeds, Inc. (Korea) are described in Note 3.
Inscobee, Inc. is a beneficial owner of more than 5% of the Company’s outstanding common stock, and Apimeds, Inc. (Korea) is a wholly owned subsidiary of Inscobee, Inc. Calfin Capital Private Limited holds shares of Series A Convertible Preferred Stock received as consideration in the acquisition of MindWave and is a beneficial owner of more than 5% of the Company’s common stock on an as-converted basis. AQUAE Labs Pte Ltd is an entity of which Dr. Vin Menon, the Company’s Co-Chief Executive Officer, serves as Chief Executive Officer. The $1,002 subscription receivable collected during the period represents share capital of TechyTrade Innovations (Singapore) Pte. Ltd. subscribed by MindWave Innovations Inc., another wholly owned subsidiary. Because the shares were issued within the consolidated group, no noncontrolling interest arises under ASC 810-10-45-15. Amounts owed to the Company by these entities of $18,800 and $96,770, respectively, are non-interest bearing, unsecured and due on demand, and are presented separately as due from related parties on the face of the balance sheet. Neither amount is a personal loan to, or for the benefit of, any director or executive officer of the Company: both are advances between corporate entities arising in the ordinary course of the Digital Asset segment’s operations, and neither was extended to an individual. Accordingly, Section 402 of the Sarbanes-Oxley Act is not implicated. Both are related-party transactions for purposes of Item 404 of Regulation S-K and are disclosed in this note; the advances were made by the Singapore subsidiary within limits previously authorized by its board. |
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