v3.26.1
SHORT-TERM LOANS
6 Months Ended
Jun. 30, 2026
SHORT-TERM LOANS  
SHORT-TERM LOANS

NOTE 6 – SHORT-TERM LOANS

On October 31, 2025, the Company entered into a securities purchase agreement with Vanquish Funding Group Inc., a Virginia corporation (“Vanquish”), pursuant to which the Company issued to Vanquish a promissory note (the “Vanquish Note”) in the principal amount of $182,400 (including $22,400 of original issue discount) and received funds of $155,000 after combined legal fees and due diligence fees of $5,000. Upon an event of default the Vanquish Note is convertible into shares of common stock of the Company, subject to a 4.99% beneficial ownership limitation, at a 35% discount to the lowest trading price of the Company’s common stock for the 10 trading days prior to the conversion. The Vanquish Note bears interest at 12%, which interest rate increases to 22% if not timely paid. The Vanquish Note matures on August 30, 2026. Under the Vanquish Note, $102,144 was payable on April 30, 2026 and $25,536 is payable on each of May 30, 2026, June 30, 2026, July 30, 2026, and August 30, 2026.

On November 10, 2025, the Company entered into a securities purchase agreement with Labrys Fund II, L.P., (“Labrys”), pursuant to which the Company issued to Labrys a promissory note (the “Labrys Note”) in the principal amount of $143,750 (including $18,750 of original issue discount) and received funds of $121,500 after legal fees of $3,500. Upon an event of default, the Labrys Note is convertible into shares of common stock of the Company, subject to a 4.99% beneficial ownership limitation, at a 25% discount to the lowest trading price of the Company’s common stock for the 20 trading days prior to the conversion. Under the Labrys Note, $22,589 is payable on each of May 11, 2026, June 10, 2026, July 10, 2026, August 10, 2026, September 10, 2026, and October 9, 2026.

On November 20, 2025, the Company entered into a securities purchase agreement with GS Capital Partners, LLC., (“GS Capital Partners”), pursuant to which the Company issued to GS Capital Partners a promissory note (the “GS Note”) in the principal amount of $180,000 (including $23,400 of original issue discount) and received funds of $152,600 after legal fees of $2,000. Upon an event of default, the GS Note is convertible into shares of common stock of the Company, subject to a 4.99% beneficial ownership limitation. Under the GS Note, principal payments shall be made in seven installments, each in the amount of US$28,800.00 commencing on the one hundred eighty first day anniversary following the Issue Date and continuing thereafter each thirty days for the following six months.

In October 2025, the Company entered into a loan agreement with a related party for a principal amount of $220,000. The loan bears interest at an annual rate of 8.5% and is required to be repaid in full no later than December 31, 2026.

On December 24, 2025, the Company entered into a short-term loan agreement with a third-party lender for a principal amount of $100,000. The loan bears interest at an annual rate of 8.5% and is required to be repaid in full no later than December 31, 2026.

On October 6 and December 15, 2025, the Company entered into a short-term loan agreement with a third-party lender for a principal amount of approximately $30,000. The loan bears interest at an annual rate of 8.5% and is required to be repaid in full no later than December 31, 2026.

NOTE 6 – SHORT-TERM LOANS (Cont.):

On December 31, 2025, January 5, 2026, and January 6, 2026, the Company entered into three separate securities purchase transactions pursuant to which it issued three promissory notes to three accredited investors, as summarized below. Each transaction was entered into in reliance upon exemptions from registration under the Securities Act of 1933, as amended.

On December 31, 2025, the Company issued an unsecured promissory note for $94,300, providing $82,000 in proceeds and contemplating future tranches of up to $2,000,000. The note bears a 12% one-time interest charge, matures on October 30, 2026, and is repayable in five scheduled installments beginning June 30, 2026, with an optional 180-day prepayment period at specified discounts. In the event of a default, the holder may convert outstanding balances into common stock at a significant discount to market price and is entitled to liquidated damages and default interest rates of 150% to 175% of the outstanding obligations.
On January 5, 2026, the Company issued an unsecured convertible promissory note for $94,875, yielding $80,000 in net proceeds after an original issue discount. The note matures on January 5, 2027, carries a 10% one-time interest charge, and requires monthly amortization payments starting July 5, 2026. In the event of a default, the holder has the right to convert the outstanding balance into common stock at a 25% discount to the lowest trading price of the preceding 20 trading days, subject to a 4.99% beneficial ownership cap and potential 150% default payment provisions.
On January 6, 2026, the Company issued an unsecured convertible promissory note in the principal amount of $140,000, receiving $126,000 in cash proceeds after an original issue discount. The note carries a 12% one-time interest charge, matures in 12 months, and requires scheduled amortization payments beginning 60 days post-closing. The holder may convert the note into common stock at a 35% discount to market prices starting six months after issuance (or earlier upon default) and maintains a right to sweep 50% of subsequent financings over $500,000 toward repayment.

On April 5, 2026, the Company entered into a short-term loan agreement with a third-party lender for a principal amount of NIS 200,000 (approximately $67,000). The loan bears interest at an annual rate of 8.5% and is required to be repaid in full no later than July 3, 2027.

On May 5, 2026, the Company issued an unsecured convertible promissory note (the “May 5 Note”) in the principal amount of $151,800, receiving $132,000 in cash proceeds after an original issue discount. The May 5 Note carries a 12% one-time interest charge, matures in 12 months, and requires scheduled amortization payments beginning on October 30, 2026.

On May 11, 2026, the Company entered into a securities purchase agreement pursuant to which it issued a promissory note (the “May 11 Note”) to an institutional investor. The transaction was entered into in reliance upon exemptions from registration requirement under the Securities Act of 1933, as amended. The May 11 Note has the aggregate principal amount of $151,800 (including $19,800 original issue discount) for aggregate purchase price proceeds of $132,000, and with the agreement contemplating additional tranches of up to $2,000,000 subject to further agreement. The May 11 Note bears a one-time interest charge of 12%, matures February 28, 2027, and provides for five scheduled payments from October 30, 2026 through February 28, 2027, with a five-day grace period. The Company may prepay at specified discounts within 180 days after issuance. Five days after a material event of default, the holder may convert all or any portion of outstanding amounts into common stock at a price equal to 65% of the lowest trading price during the 10 trading days prior to conversion, subject to a 4.99% beneficial ownership limitation, customary adjustments, and specified liquidated damages for late delivery of conversion shares. The May 11 Note includes customary covenants, events of default and related remedies, including a default payment equal to 150% of outstanding principal and accrued amounts, adjusted to 175% upon certain subsequent defaults, and is governed by Virginia law. The May 11 Note is unsecured. The May 11 Note, and the shares of the Company’s common stock issuable upon conversion of the May 11 Note, if any, were or will be issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder. The investors represented that they are accredited investors and are acquiring the securities for investment purposes.

NOTE 6 – SHORT-TERM LOANS (Cont.):

On June 15 2026, the Company entered into a loan agreement with a related party for a principal amount of $15,000. The loan bears interest at an annual rate of 8.5% and is required to be repaid in full no later than July 30, 2027.

The Company has elected the fair value option to account for the convertible loans when the lender has the option to exercise the principle amount into shares. Direct costs and fees related to the convertible loan were expensed as incurred. Subsequent changes in the fair value are recorded as a gain or loss in the consolidated statement of operations.