Convertible Notes Payable |
6 Months Ended | |||||||||||||||
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Jun. 30, 2026 | ||||||||||||||||
| Convertible Notes Payable [Abstract] | ||||||||||||||||
| CONVERTIBLE NOTES PAYABLE | NOTE 7: CONVERTIBLE NOTES PAYABLE
Brikor Note
On February 15, 2019, the Company issued a senior convertible promissory note (the “Brikor Note”) in the principal amount of $200,000 to Brikor LLC. The Company paid the Brikor Note in full in the three months ended March 31, 2025. The principal amount due under the Brikor Note bore interest at the rate of 18% per annum. The principal amount and accrued but unpaid interest (to the extent not converted in accordance with the terms of the Brikor Note) was due and payable on February 15, 2022, the third anniversary of the issue date. The Brikor Note and the amounts payable thereunder were unsecured obligations of the Company, senior in right of payment and otherwise to all indebtedness, as provided in the Brikor Note.
At any time after the first anniversary of the issue date, the holder may require the Company, upon at least 30 business days’ written notice, to redeem all or any portion of the Brikor Note. The portion of the Brikor Note subject to redemption would be redeemed by the Company in cash.
The Brikor Note was convertible into common units of the Company. Pursuant to the terms of the Brikor Note, Brikor had the right, at its option, to convert any portion of the outstanding and unpaid Conversion Amount (as hereinafter defined) into common units in accordance with the provisions of the Brikor Note at the Conversion Rate (as hereinafter defined). The number of common units issuable upon conversion of any Conversion Amount was determined by dividing (x) such Conversion Amount by (y) $0.10 (subject to adjustment as set forth in the Brikor Note) (such result, the “Conversion Rate”). “Conversion Amount” means the sum of (A) the portion of the principal balance of the Brikor Note to be converted with respect to which the determination is being made, (B) accrued and unpaid interest with respect to such principal balance, if any, and (C) the Default Balance (other than any amount thereof within the purview of foregoing clauses (A) or (B)), if any. In March 2022, the Company began making monthly payments of principal and interest of $1,860 at the default annual interest rate of 26.4%. During the six months ended June 30, 2025, the Company fully paid the outstanding balance of $14,452. The balance of the Brikor Note as of June 30, 2026, and December 31, 2025, was $0. Daiagi and Daiagi Note
On February 15, 2019, the Company issued a senior convertible promissory note in the principal amount of $200,000 (the “Daiagi and Daiagi Note”) to Mike Daiagi and Mathew Daiagi jointly (the “Daiagis”). The Company paid the Daiagi and Daiagi Note in full in the three months ended March 31, 2025. The principal amount due under the Daiagi and Daiagi Note bore interest at the rate of 18% per annum. The principal amount and accrued but unpaid interest (to the extent not converted in accordance with the terms of the Daiagi and Daiagi Note) was due and payable on February 15, 2022, the third anniversary of the issue date. The Daiagi and Daiagi Note and the amounts payable thereunder were unsecured obligations of the Company, senior in right of payment and otherwise to all indebtedness, as provided in the Daiagi and Daiagi Note.
At any time after the first anniversary of the issue date, the holder may require the Company, upon at least 30 business days’ written notice, to redeem all or any portion of the Daiagi and Daiagi Note. The portion of the Daiagi and Daiagi Note subject to redemption would be redeemed by the Company in cash.
The Daiagi and Daiagi Note was convertible into common units of the Company. Pursuant to the terms of the Daiagi and Daiagi Note, the Daiagis had the right, at their option, to convert any portion of the outstanding and unpaid Conversion Amount into common units in accordance with the provisions of the Daiagi and Daiagi Note at the Conversion Rate. The number of common units issuable upon conversion of any Conversion Amount was determined by dividing (x) such Conversion Amount by (y) $0.10 (subject to adjustment as set forth in the Daiagi and Daiagi Note). In March 2022, the Company began making monthly payments of principal and interest of $1,860 at the default annual interest rate of 26.4%. During the six months ended June 30, 2025, the Company fully paid the outstanding balance of $12,757. The balance of the Daiagi and Daiagi Note as of June 30, 2026, and December 31, 2025, was .
Amber Investments Note
On February 15, 2019, the Company issued a senior convertible promissory note in the principal amount of $200,000 (the “Amber Investments Note”) to Amber Investments LLC (“Amber Investments”). The Company paid the Amber Investments Note in full in the three months ended March 31, 2025. The principal amount due under the Amber Investments Note bore interest at the rate of 18% per annum. The principal amount and accrued but unpaid interest (to the extent not converted in accordance with the terms of the Amber Investments Note) was due and payable on February 15, 2022, the third anniversary of the issue date. The Amber Investments Note and the amounts payable thereunder were unsecured obligations of the Company, senior in right of payment and otherwise to all indebtedness, as provided in the Amber Investments Note.
At any time after the first anniversary of the issue date, the holder may require the Company, upon at least 30 business days’ written notice, to redeem all or any portion of the Amber Investments Note. The portion of the Amber Investments Note subject to redemption would be redeemed by the Company in cash.
The Amber Investments Note was convertible into common units of the Company. Pursuant to the terms of the Amber Investments Note, Amber Investments had the right, at its option, to convert any portion of the outstanding and unpaid Conversion Amount into common units in accordance with the provisions of the Amber Investments Note at the Conversion Rate. The number of common units issuable upon conversion of any Conversion Amount was determined by dividing (x) such Conversion Amount by (y) $0.10 (subject to adjustment as set forth in the Amber Investments Note). In March 2022, the Company began making monthly payments of principal and interest of $1,860 at the default annual interest rate of 26.4%. During the six months ended June 30, 2025, the Company fully paid the outstanding balance of $12,757. The balance of the Amber Investments Note as of June 30, 2026, and December 31, 2025, was $0.
K& S Pride Note
On February 19, 2019, the Company issued a senior convertible promissory note in the principal amount of $200,000 (the “K & S Pride Note”) to K & S Pride Inc. (“K & S Pride”). The Company paid the K & S Pride Note in full in the three months ended March 31, 2025. The principal amount due under the K & S Pride Note bore interest at the rate of 18% per annum. The principal amount and accrued but unpaid interest (to the extent not converted in accordance with the terms of the K & S Pride Note) was due and payable on February 19, 2022, the third anniversary of the issue date. The K& S Pride Note and the amounts payable thereunder were unsecured obligations of the Company, senior in right of payment and otherwise to all indebtedness, as provided in the K & S Pride Note.
At any time after the first anniversary of the issue date, the holder may require the Company, upon at least 30 business days’ written notice, to redeem all or any portion of the K & S Pride Note. The portion of the K & S Pride Note subject to redemption would be redeemed by the Company in cash.
The K & S Pride Note was convertible into common units of the Company. Pursuant to the terms of the K & S Pride Note, K & S Pride had the right, at its option, to convert any portion of the outstanding and unpaid Conversion Amount into common units in accordance with the provisions of the K & S Pride Note at the Conversion Rate. The number of common units issuable upon conversion of any Conversion Amount was determined by dividing (x) such Conversion Amount by (y) $0.10 (subject to adjustment as set forth in the K & S Pride Note). In March 2022, the Company began making monthly payments of principal and interest of $1,860 at the default annual interest rate of 26.4%. During the six months ended June 30, 2025, the Company fully paid the outstanding balance of $16,319. The balance of the K & S Pride Note as of June 30, 2026, and December 31, 2025, was $0. Surplus Depot Note
On February 20, 2019, the Company issued a senior convertible promissory note in the principal amount of $200,000 (the “Surplus Depot Note”) to Surplus Depot Inc. (“Surplus Depot”). The Company paid the Surplus Depot Note in full in the three months ended March 31, 2025. The principal amount due under the Surplus Depot Note bore interest at the rate of 18% per annum. The principal amount and accrued but unpaid interest (to the extent not converted in accordance with the terms of the Surplus Depot Note) was due and payable on February 20, 2022, the third anniversary of the issue date. The Surplus Depot Note and the amounts payable thereunder were unsecured obligations of the Company, senior in right of payment and otherwise to all indebtedness, as provided in the Surplus Depot Note.
At any time after the first anniversary of the issue date, the holder may require the Company, upon at least 30 business days’ written notice, to redeem all or any portion of the Surplus Depot Note. The portion of the Surplus Depot Note subject to redemption would be redeemed by the Company in cash.
The Surplus Depot Note was convertible into common units of the Company. Pursuant to the terms of the Surplus Depot Note, Surplus Depot had the right, at its option, to convert any portion of the outstanding and unpaid Conversion Amount into common units in accordance with the provisions of the Surplus Depot Note at the Conversion Rate. The number of common units issuable upon conversion of any Conversion Amount would be determined by dividing (x) such Conversion Amount by (y) $0.10 (subject to adjustment as set forth in the Surplus Depot Note). In March 2022, the Company began making monthly payments of principal and interest of $1,860 at the default annual interest rate of 26.4%. During the six months ended June 30, 2025, the Company fully paid the outstanding balance of $12,756. The balance of the Surplus Depot Note as of June 30, 2026, and December 31, 2025, was $0.
The following is a summary of convertible notes payable activity for the year ended December 31, 2025:
As of June 30, 2026, the Company did not have any senior convertible promissory notes outstanding. |