CONVERTIBLE NOTE PAYABLE - RELATED PARTY |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Debt Disclosure [Abstract] | |
| CONVERTIBLE NOTE PAYABLE - RELATED PARTY | NOTE 8 - CONVERTIBLE NOTE PAYABLE - RELATED PARTY
On December 5, 2023, the Company issued a Convertible Exchange Note to John Murphy, for $144,501. The Note was unsecured, non-interest bearing, and matures on December 4, 2024. The note was convertible into shares of common stock at a 50% average closing trading price for the twenty-five days prior to conversion. On March 8, 2024, $70,000 of the outstanding balance was repaid using funds provided by an investor pursuant to an escrow arrangement entered into by the Company. On July 21, 2025, Mr. Murphy converted this note into shares of common stock. As of June 30, 2026, and December 31, 2025, the balance of the note is $0 and $0, respectively.
On October 6, 2022, the Company issued a 10% Convertible Promissory Note to Selkirk Global Holdings, LLC with a face value of $50,000. The Note bore interest at 10% per annum and matured on October 5, 2023. The note was convertible into shares of common stock at a conversion price equal to 55% of the average closing price of the Company’s common stock during the twenty consecutive trading days prior to the conversion date. On August 12, 2025, Selkirk Global Holdings, LLC converted the note into shares of common stock. As of June 30, 2026 and December 31, 2025, the balance of the note was $0 and $0, respectively.
On April 6, 2023, the Company issued a 10% Convertible Promissory Note to Selkirk Global Holdings, LLC with a face value of $50,000. The Note bore interest at 10% per annum, compounded monthly, and matured on April 5, 2024. The note was convertible into shares of common stock at a conversion price equal to 55% of the average closing price of the Company’s common stock during the twenty consecutive trading days prior to conversion. On August 12, 2025, Selkirk Global Holdings, LLC converted the note into shares of common stock. As of June 30, 2026 and December 31, 2025, the balance of the note was $0 and $0, respectively.
On December 12, 2023, the Company issued a Convertible Exchange Note to Paul Strickland. The note was unsecured, non-interest bearing, and matured on December 12, 2023. On August 7, 2025, the note was converted into shares of common stock. As of June 30, 2026 and December 31, 2025, the balance of the note was $0 and $0, respectively.
In connection with the acquisition of Jubilee Intel, LLC in fiscal year 2024, debt obligations totaling $103,284, including accrued interest, owed to Selkirk Global Holdings, LLC (“Selkirk”) and Paul Strickland under the notes described above were cancelled as part of the merger consideration. In May 2025, following the termination of the merger agreement and the Company’s transfer of its membership interest in Jubilee Intel, LLC, the previously cancelled debt was reinstated, including the continuation of accrued interest under the original terms.
As a result, the Company recognized the reinstated debt of $103,284, including accrued interest, as a liability on its consolidated balance sheet. Additional interest expense of $11,542 was accrued through the date of conversion in accordance with the original note terms, which bore interest at 10% per annum. In August 2025, the outstanding balances, including accrued interest, were converted into an aggregate of shares of common stock. As of June 30, 2026 and December 31, 2025, the balance of the note was $0 and $0, respectively.
On July 17, 2025, the Company issued a 6% Convertible Promissory Note to Selkirk Global Holdings, LLC with a face value of $50,000. The Note bears interest at 6% per annum, compounded monthly, and matures on July 16, 2026. The note is convertible into shares of common stock at a conversion price equal to a 50% discount to the average closing price of the Company’s common stock during the ten consecutive trading days prior to the conversion date. On February 9, 2026, Selkirk Global Holdings, LLC elected to convert the outstanding principal of $27,326 and accrued interest of $20 into shares of the Company’s common stock.
As of June 30, 2026, the principal balance, accrued interest, and unamortized debt discount related to the note were $0, $0, and $0, respectively. As of December 31, 2025, the outstanding principal balance, accrued interest, and unamortized debt discount were $27,326, $751, and $10,924, respectively.
On May 26, 2026, the Company issued to EQUORIX LLC an 8% Convertible Promissory Note with a total face value of $100,000 (the “EQUORIX Note”). The EQUORIX Note is a draw-down facility: it became effective upon EQUORIX’s delivery of initial consideration of $3,650, and EQUORIX may advance additional consideration from time to time, at its sole discretion, up to the $100,000 face value. The Note bears interest at 8% per annum, compounded monthly, matures on May 25, 2027, and provides for a default interest rate equal to the lesser of 20% per annum and the highest rate permitted by law and a “Mandatory Default Amount” equal to 150% of the outstanding principal. The Note is convertible into shares of the Company’s common stock at a conversion price equal to a 25% discount to the average closing price of the common stock over the ten consecutive trading days prior to conversion.
EQUORIX became the Company’s controlling stockholder and a related person on June 9, 2026, and the Note is accordingly presented as related-party debt as of June 30, 2026. As of June 30, 2026, the outstanding principal balance, accrued interest and unamortized debt discount related to the Note were $26,520, $124 and $23,977, respectively, and the Note is carried at $2,543, net of debt discount.
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