0000773717 2026-01-01 2026-06-30 0000773717 2026-08-13 0000773717 2026-06-30 0000773717 2025-12-31 0000773717 us-gaap:RelatedPartyMember 2026-06-30 0000773717 us-gaap:RelatedPartyMember 2025-12-31 0000773717 us-gaap:SeriesAPreferredStockMember 2026-06-30 0000773717 us-gaap:SeriesAPreferredStockMember 2025-12-31 0000773717 2026-04-01 2026-06-30 0000773717 2025-04-01 2025-06-30 0000773717 2025-01-01 2025-06-30 0000773717 us-gaap:CommonStockMember 2025-12-31 0000773717 us-gaap:AdditionalPaidInCapitalMember 2025-12-31 0000773717 us-gaap:RetainedEarningsMember 2025-12-31 0000773717 us-gaap:CommonStockMember 2026-01-01 2026-03-31 0000773717 us-gaap:AdditionalPaidInCapitalMember 2026-01-01 2026-03-31 0000773717 us-gaap:RetainedEarningsMember 2026-01-01 2026-03-31 0000773717 2026-01-01 2026-03-31 0000773717 us-gaap:CommonStockMember 2026-03-31 0000773717 us-gaap:AdditionalPaidInCapitalMember 2026-03-31 0000773717 us-gaap:RetainedEarningsMember 2026-03-31 0000773717 2026-03-31 0000773717 us-gaap:CommonStockMember 2026-04-01 2026-06-30 0000773717 us-gaap:AdditionalPaidInCapitalMember 2026-04-01 2026-06-30 0000773717 us-gaap:RetainedEarningsMember 2026-04-01 2026-06-30 0000773717 us-gaap:CommonStockMember 2026-06-30 0000773717 us-gaap:AdditionalPaidInCapitalMember 2026-06-30 0000773717 us-gaap:RetainedEarningsMember 2026-06-30 0000773717 us-gaap:CommonStockMember 2024-12-31 0000773717 us-gaap:AdditionalPaidInCapitalMember 2024-12-31 0000773717 us-gaap:RetainedEarningsMember 2024-12-31 0000773717 2024-12-31 0000773717 us-gaap:CommonStockMember 2025-01-01 2025-03-31 0000773717 us-gaap:AdditionalPaidInCapitalMember 2025-01-01 2025-03-31 0000773717 us-gaap:RetainedEarningsMember 2025-01-01 2025-03-31 0000773717 2025-01-01 2025-03-31 0000773717 us-gaap:CommonStockMember 2025-03-31 0000773717 us-gaap:AdditionalPaidInCapitalMember 2025-03-31 0000773717 us-gaap:RetainedEarningsMember 2025-03-31 0000773717 2025-03-31 0000773717 us-gaap:CommonStockMember 2025-04-01 2025-06-30 0000773717 us-gaap:AdditionalPaidInCapitalMember 2025-04-01 2025-06-30 0000773717 us-gaap:RetainedEarningsMember 2025-04-01 2025-06-30 0000773717 us-gaap:CommonStockMember 2025-06-30 0000773717 us-gaap:AdditionalPaidInCapitalMember 2025-06-30 0000773717 us-gaap:RetainedEarningsMember 2025-06-30 0000773717 2025-06-30 0000773717 acrg:ACRGEnergyHoldingsIncMember 2026-06-30 0000773717 acrg:ACRGEnergyHoldingsIncandPhoenixNewEraLLCMember 2026-06-30 0000773717 acrg:PhoenixMember 2026-06-30 0000773717 srt:SubsidiariesMember acrg:ACRGEnergyHoldingsIncMember 2026-06-30 0000773717 us-gaap:RelatedPartyMember us-gaap:CommonStockMember 2026-01-01 2026-06-30 0000773717 us-gaap:RelatedPartyMember us-gaap:CommonStockMember 2025-01-01 2025-12-31 0000773717 acrg:SMSLakewoodLLCMember 2025-04-01 0000773717 us-gaap:LineOfCreditMember acrg:GranitePeakResourcesLLCMember 2020-03-16 0000773717 acrg:GranitePeakResourcesLLCMember 2020-03-16 2020-03-16 0000773717 us-gaap:LineOfCreditMember acrg:GranitePeakResourcesLLCMember 2020-03-16 2020-03-16 0000773717 acrg:LOCMember acrg:GranitePeakResourcesLLCMember 2020-03-16 0000773717 acrg:ConvertiblePromissoryNotesPayableRelatedPartyMember 2025-12-31 0000773717 2025-01-01 2025-12-31 0000773717 acrg:GranitePeakResourcesLLCMember 2026-04-01 2026-06-30 0000773717 acrg:GranitePeakResourcesLLCMember 2026-01-01 2026-06-30 0000773717 us-gaap:LineOfCreditMember 2026-01-01 2026-06-30 0000773717 acrg:ConvertiblePromissoryNotesPayableRelatedPartyMember 2026-01-01 2026-06-30 0000773717 acrg:ConvertiblePromissoryNotesPayableRelatedPartyMember 2026-04-01 2026-06-30 0000773717 us-gaap:CommonStockMember 2026-01-01 2026-06-30 0000773717 acrg:LaunchITAgreementMember 2026-06-30 0000773717 acrg:PromissoryNotesPayableMember us-gaap:RelatedPartyMember 2025-11-21 0000773717 acrg:PromissoryNotesPayableMember 2025-11-21 0000773717 acrg:PromissoryNotesPayableMember acrg:LaunchITLLCMember 2026-01-01 2026-06-30 0000773717 acrg:LaunchITNoteMember 2026-06-30 0000773717 acrg:LaunchITNoteMember 2026-05-19 2026-05-19 0000773717 2026-05-19 2026-05-19 0000773717 acrg:PromissoryNotesPayableMember 2026-05-19 0000773717 acrg:PromissoryNotesPayableMember 2026-05-19 2026-05-19 0000773717 acrg:PromissoryNotesPayableMember 2026-01-01 2026-06-30 0000773717 acrg:LaunchITNoteMember 2026-01-01 2026-06-30 0000773717 acrg:GPRMember us-gaap:CommonStockMember 2026-01-01 2026-06-30 0000773717 acrg:LOCMember 2026-01-01 2026-06-30 0000773717 us-gaap:RelatedPartyMember 2026-06-30 0000773717 us-gaap:RelatedPartyMember 2025-12-31 0000773717 acrg:ACRGEnergyHoldingsMember 2026-06-30 0000773717 acrg:ACEAndPhoenixMember 2026-06-30 0000773717 acrg:ACRGEnergyHoldingsMember acrg:AmericanCleanEnergyLLCMember 2026-06-30 0000773717 acrg:ACEAndPhoenixMember acrg:AmericanCleanEnergyLLCMember 2026-06-30 0000773717 us-gaap:CommonStockMember 2026-01-01 2026-06-30 0000773717 us-gaap:SubsequentEventMember 2026-07-01 2026-07-01 shares iso4217:USD iso4217:USD shares pure utr:sqm 10-Q 2026-06-30 2026 000-14319 AMERICAN CLEAN RESOURCES GROUP, INC. NV 84-0991764 12567 West Cedar Drive Suite 104 Lakewood CO 80228-2039 (702) 458-1124 Common Stock ACRG Yes Yes Non-accelerated Filer true false false 14101318

2914

5296

5728

42389

8642

47685

3883524

13442

17283

3905608

3948492

1747032

1742657

78569

45155

40958

41030

8102

7500

2741358

2508959

11656

165000

105000

7911

7402

447464

5248050

4457703

6600

10685

5254650

4468388

0.001

10000000

0.001

1000000000

14101318

14099393

14101

14099

104956568

104940304

-116319711

-115474299

-11349042

-10519896

3905608

3948492

301162

244269

606246

539201

301162

244269

606246

539201

-301162

-244269

-606246

-539201

2444

2413

4889

4827

124346

114069

244055

219192

-121902

-111656

-239166

-214365

-423064

-355925

-845412

-753566

-423064

-355925

-845412

-753566

-0.03

-0.06

-0.05

14101318

13912237

14100779

13912237

14099393

14099

104940304

-115474299

-10519896

1925

16264

16266

-422348

14101318

14101

104956568

-115896647

-10925978

-423064

14101318

14101

104956568

-116319711

-11349042

13912237

13912

103182899

-113553937

-10357126

-397641

13912237

13912

103182899

-113951578

-10754767

-355925

13912237

13912

103182899

-114307503

-11110692

-845412

-753566

16266

3841

1920

-36661

-10000

64375

15307

33414

5000

-72

602

-232399

-192125

11656 27068

-3576

-1620

-449846

-503766

447464

511492

447464

511492

-2382

7726

5296

719

2914

8445

23044

60000

<table cellpadding="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse; border-spacing: 0px;"> <tr style="vertical-align: top"> <td style="width: 24px">2.</td> <td style="text-align: justify">Summary of Significant Accounting Policies</td></tr> </table> Basis of Presentation The unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and applicable rules and regulations of the SEC regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2025. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement of the Company’s financial position as of June 30, 2026, and its results of operations and cash flows for the interim periods presented. Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries: Aurielle Enterprises, Inc. (f/k/a Tonopah Milling and Metals Group, Inc.) and its wholly owned subsidiaries Tonopah Custom Processing, Inc. and Tonopah Resources, Inc.; ACRG Energy Holdings, Inc.; and ACE, which is consolidated as a wholly-controlled subsidiary under ASC 810, Consolidation. As of June 30, 2026, ACRG Energy Holdings held a 100% vested controlling membership interest in ACE and Phoenix held a 0% vested interest; because Phoenix’s interest was 0% vested at June 30, 2026, no noncontrolling interest has been recognized. Management determined that ACE is not a variable interest entity and that consolidation is required under the voting interest model of ASC 810, because the Company, through its wholly owned subsidiary ACRG Energy Holdings, holds a 100% vested controlling financial interest in ACE and the power to direct the activities that most significantly affect ACE’s economic performance. All significant intercompany transactions, accounts and balances have been eliminated in consolidation.During the fourth quarter of 2025, the Company rescinded its prior acquisition of SWIS LLC and deconsolidated the entity effective November 21, 2025. As a result, SWIS LLC is not included in the consolidated financial statements as of and for the three and six months ended June 30, 2026. The comparative periods ended June 30, 2025 did not include material assets, liabilities, or results of operations attributable to SWIS LLC. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Changes in circumstances could cause actual results to differ materially from these estimates. Changes in Accounting Policies We have consistently applied the accounting policies for the periods presented as described in Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025. Costs Incurred in Connection with Related-Party Matters From time to time the Company incurs and pays third-party legal, regulatory, and consulting costs in connection with matters in which an entity under common control with the Company also has an interest, including under a Master Services Agreement with Sustainable Metals Solutions, LLC (“SMS”) (see Note 6). The Company recognizes such costs as operating expenses within general and administrative expenses in the period incurred unless, and only to the extent that, an enforceable and collectible right to reimbursement exists at the balance-sheet date, in which case a related-party receivable is recognized. Receivables from entities under common control are outside the scope of the current expected credit loss model in ASC 326-20. As of June 30, 2026, no related-party receivable had been recognized under this policy, and the CECL scope exception in ASC 326-20 accordingly had no effect on the Company’s condensed consolidated financial statements for the periods presented. Going Concern The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. In accordance with ASC 205-40, Presentation of Financial Statements—Going Concern, management has evaluated whether conditions and events, considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued. The principal conditions and events giving rise to this evaluation are: (i) recurring losses from operations and negative operating cash flows, including a net loss of $845,412 and cash used in operating activities of $449,846 for the six months ended June 30, 2026; (ii) an accumulated deficit of $116,319,711 and a working capital deficit of approximately $5.2 million as of June 30, 2026; and (iii) the Company’s continued dependence on discretionary funding from its majority stockholder, Granite Peak Resources, LLC (“GPR”), under a revolving line of credit, with no committed sources of additional capital. Management has evaluated the significance of these conditions in relation to the Company’s ability to meet its obligations as they become due and has concluded that, absent additional financing, the Company would be unable to meet its obligations within the one-year look-forward period.Management’s plans to address these conditions include seeking additional debt or equity financing, continuing to rely on advances from GPR, and pursuing the strategic transactions described in Note 9 and Note 11. Because these plans have not yet been finalized, are not entirely within the Company’s control, and depend on the continued willingness and ability of GPR and third parties to provide funding, management has concluded that it is not probable that the plans will be effectively implemented and will mitigate the conditions described above. Accordingly, substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued has not been alleviated. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or the amounts and classification of liabilities, that might be necessary should the Company be unable to continue as a going concern. Basic and Diluted Net Loss Per Share Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during each period. Diluted net loss per share of common shares includes the effect, if any, from the potential exercise or conversion of securities, such as convertible debt, share options and warrants, which would result in the issuance of incremental shares of common shares. For diluted net loss per share, the weighted-average number of common shares is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive. For all periods presented, basic and diluted net loss per share are the same, as any additional share equivalents would be anti-dilutive. As of June 30, 2026 and December 31, 2025, the Company’s convertible promissory note – related party was convertible into 426,156 and 0 shares of common stock, respectively. Recently issued accounting pronouncements not yet adopted In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses” (“ASU 2024-03”). ASU 2024-03 requires disclosure of the nature of expenses included in the income statement in response to longstanding requests from investors for more information about an entity’s expenses. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement and disclosures about selling expenses. ASU 2024-03 will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating ASU 2024-03 and does not expect it to have a material effect on the Company’s consolidated financial statements. In May 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“VIE”), which provides clarifying guidance on determining the accounting acquirer in certain transactions involving VIEs. The update aims to improve consistency and comparability in financial reporting. The guidance will be effective for annual periods beginning after December 15, 2026, including interim periods within those annual periods. Early adoption is permitted. Upon adoption, the guidance will be applied prospectively. The Company is currently evaluating the provisions of the amendments and the impact on its future financial statements.

Basis of Presentation The unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and applicable rules and regulations of the SEC regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2025.In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement of the Company’s financial position as of June 30, 2026, and its results of operations and cash flows for the interim periods presented. Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries: Aurielle Enterprises, Inc. (f/k/a Tonopah Milling and Metals Group, Inc.) and its wholly owned subsidiaries Tonopah Custom Processing, Inc. and Tonopah Resources, Inc.; ACRG Energy Holdings, Inc.; and ACE, which is consolidated as a wholly-controlled subsidiary under ASC 810, Consolidation. As of June 30, 2026, ACRG Energy Holdings held a 100% vested controlling membership interest in ACE and Phoenix held a 0% vested interest; because Phoenix’s interest was 0% vested at June 30, 2026, no noncontrolling interest has been recognized. Management determined that ACE is not a variable interest entity and that consolidation is required under the voting interest model of ASC 810, because the Company, through its wholly owned subsidiary ACRG Energy Holdings, holds a 100% vested controlling financial interest in ACE and the power to direct the activities that most significantly affect ACE’s economic performance. All significant intercompany transactions, accounts and balances have been eliminated in consolidation.During the fourth quarter of 2025, the Company rescinded its prior acquisition of SWIS LLC and deconsolidated the entity effective November 21, 2025. As a result, SWIS LLC is not included in the consolidated financial statements as of and for the three and six months ended June 30, 2026. The comparative periods ended June 30, 2025 did not include material assets, liabilities, or results of operations attributable to SWIS LLC.

Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Changes in circumstances could cause actual results to differ materially from these estimates.

Changes in Accounting PoliciesWe have consistently applied the accounting policies for the periods presented as described in Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025. Costs Incurred in Connection with Related-Party MattersFrom time to time the Company incurs and pays third-party legal, regulatory, and consulting costs in connection with matters in which an entity under common control with the Company also has an interest, including under a Master Services Agreement with Sustainable Metals Solutions, LLC (“SMS”) (see Note 6). The Company recognizes such costs as operating expenses within general and administrative expenses in the period incurred unless, and only to the extent that, an enforceable and collectible right to reimbursement exists at the balance-sheet date, in which case a related-party receivable is recognized. Receivables from entities under common control are outside the scope of the current expected credit loss model in ASC 326-20. As of June 30, 2026, no related-party receivable had been recognized under this policy, and the CECL scope exception in ASC 326-20 accordingly had no effect on the Company’s condensed consolidated financial statements for the periods presented. Going ConcernThe accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. In accordance with ASC 205-40, Presentation of Financial Statements—Going Concern, management has evaluated whether conditions and events, considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued.The principal conditions and events giving rise to this evaluation are: (i) recurring losses from operations and negative operating cash flows, including a net loss of $845,412 and cash used in operating activities of $449,846 for the six months ended June 30, 2026; (ii) an accumulated deficit of $116,319,711 and a working capital deficit of approximately $5.2 million as of June 30, 2026; and (iii) the Company’s continued dependence on discretionary funding from its majority stockholder, Granite Peak Resources, LLC (“GPR”), under a revolving line of credit, with no committed sources of additional capital. Management has evaluated the significance of these conditions in relation to the Company’s ability to meet its obligations as they become due and has concluded that, absent additional financing, the Company would be unable to meet its obligations within the one-year look-forward period.Management’s plans to address these conditions include seeking additional debt or equity financing, continuing to rely on advances from GPR, and pursuing the strategic transactions described in Note 9 and Note 11. Because these plans have not yet been finalized, are not entirely within the Company’s control, and depend on the continued willingness and ability of GPR and third parties to provide funding, management has concluded that it is not probable that the plans will be effectively implemented and will mitigate the conditions described above. Accordingly, substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued has not been alleviated. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or the amounts and classification of liabilities, that might be necessary should the Company be unable to continue as a going concern.

-845412

-449846

-116319711

5200000

Basic and Diluted Net Loss Per ShareBasic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during each period. Diluted net loss per share of common shares includes the effect, if any, from the potential exercise or conversion of securities, such as convertible debt, share options and warrants, which would result in the issuance of incremental shares of common shares. For diluted net loss per share, the weighted-average number of common shares is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive. For all periods presented, basic and diluted net loss per share are the same, as any additional share equivalents would be anti-dilutive.As of June 30, 2026 and December 31, 2025, the Company’s convertible promissory note – related party was convertible into 426,156 and 0 shares of common stock, respectively.

426156

Recently issued accounting pronouncements not yet adoptedIn November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses” (“ASU 2024-03”). ASU 2024-03 requires disclosure of the nature of expenses included in the income statement in response to longstanding requests from investors for more information about an entity’s expenses. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement and disclosures about selling expenses. ASU 2024-03 will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating ASU 2024-03 and does not expect it to have a material effect on the Company’s consolidated financial statements. In May 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“VIE”), which provides clarifying guidance on determining the accounting acquirer in certain transactions involving VIEs. The update aims to improve consistency and comparability in financial reporting. The guidance will be effective for annual periods beginning after December 15, 2026, including interim periods within those annual periods. Early adoption is permitted. Upon adoption, the guidance will be applied prospectively. The Company is currently evaluating the provisions of the amendments and the impact on its future financial statements.

3883524

409

579

614

648

110

0.08

13442

14511

7911

6600

P1Y9M

0.08

2235

4506

2371

2950

4139

The following table presents the undiscounted future lease payments for the related-party operating lease and a reconciliation to the operating lease liability as of June 30, 2026: <table cellpadding="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif; border-spacing: 0px;"> <tr style="vertical-align: bottom"> <td style="font-weight: bold; text-align: justify; border-bottom: Black 1.5pt solid">Fiscal Year</td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">Future Lease Payments</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-align: justify">Remainder of 2026</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">4,344</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify">2027</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">8,994</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-bottom: 1.5pt">2028</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">2,274</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify">Total undiscounted payments</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">15,612</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-bottom: 1.5pt">Less: imputed interest (8%)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(1,101</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify">Present value of operating lease liability</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">14,511</td><td style="text-align: left"> </td></tr> </table>

4344

8994

2274

15612

0.08

1101

14511

<table cellpadding="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse; border-spacing: 0px;"> <tr style="vertical-align: top"> <td style="width: 0.25in">5.</td> <td style="text-align: justify">Debt</td></tr> </table> Convertible Promissory Notes Payable – Related Party On March 16, 2020, the Company entered into a Line of Credit (“LOC”) agreement with GPR, a related party and the Company’s majority stockholder. The LOC, as amended, provided for borrowings of up to $52.5 million, bears interest at 10% per annum, matures on March 16, 2027, is secured by substantially all of the Company’s assets, and is convertible into shares of the Company’s common stock at a conversion price of $1.05 per share. On December 31, 2025, GPR converted the then-outstanding $1,727,152 of principal and accrued interest into 1,644,906 shares of restricted common stock at the contractual conversion price, following which all outstanding principal and accrued interest under the LOC were extinguished. During the three and six months ended June 30, 2026, the Company received cash proceeds of $175,350 and $447,464, respectively, under the LOC (six months ended June 30, 2025: $511,492). The convertible promissory note – related party is presented at its net carrying amount, which equals its outstanding principal balance of $447,464 as of June 30, 2026, as there were no unamortized premiums, discounts, or issuance costs. The stated and effective interest rate on the note is 10% per annum. Interest expense recognized on the convertible promissory note – related party was approximately $11,656 for both the three and six months ended June 30, 2026, all of which represented contractual interest; there was no amortization of premium, discount, or issuance costs. As of June 30, 2026, accrued interest of $11,656 is presented as accrued interest – related party on the condensed consolidated balance sheet. The note is convertible into 426,156 shares of the Company’s common stock at June 30, 2026. See Note 6 – Related Party Transactions. Promissory Note – LaunchIT In November 2025, the Company entered into a Share Return, Payment, and SWIS LLC Transfer Agreement (the “LaunchIT Agreement”) with LaunchIT LLC (“LaunchIT”), pursuant to which the Company rescinded its prior acquisition of SWIS LLC. Total consideration was $230,000, consisting of a $125,000 advance payment and a promissory note dated November 21, 2025 in the original principal amount of $105,000 (the “LaunchIT Note”). The LaunchIT Note bore no stated interest unless in default and was originally payable in four equal monthly installments of $26,250 due January 1 through April 1, 2026; upon default, overdue amounts accrue interest at 15% per annum and a late fee of $2,500 per missed installment is payable. The scheduled installments were not paid on their original due dates, and the LaunchIT Note was in default. On May 19, 2026, the Company and LaunchIT entered into a First Amendment to Promissory Note and Waiver of Default (the “Amendment”). Pursuant to the Amendment, the Company paid LaunchIT $15,000 and the parties consolidated the outstanding obligations under the LaunchIT Agreement into an amended principal balance of $165,000. LaunchIT conditionally waived the existing defaults and suspended accrued default interest through the amendment effective date, in each case subject to reinstatement upon a “Springing Default.” A conditional resolution discount of $10,000 will be applied upon full and timely payment of all amounts due, subject to clawback upon a Springing Default. Under the amended schedule, the Company is required to make six monthly installments of $5,000 each from June 30, 2026 through November 30, 2026, with a final payment of the remaining balance due on or before December 31, 2026 (the “Amended Maturity Date”). A Springing Default occurs if the Company fails to pay two consecutive monthly installments or fails to pay the remaining balance by the Amended Maturity Date, upon which all waivers and interest suspensions terminate, suspended default interest retroactively reinstates at 15% per annum from the original default dates, and the resolution discount is clawed back. As more fully described above, the Company was in default under the original terms of the LaunchIT Note from January 2026 through May 19, 2026 due to the non-payment of four scheduled installments aggregating $105,000 in principal. Pursuant to Regulation S-X Rule 4-08(c), the Company discloses that LaunchIT conditionally waived these defaults through the Amended Maturity Date of December 31, 2026, subject to automatic reinstatement of all waived rights and remedies and of suspended default interest (calculated at 15% per annum, retroactive to the original default dates) upon the occurrence of a Springing Default. As of June 30, 2026, no event of default or Springing Default existed under the LaunchIT Note, as amended, and the Company was current on all obligations thereunder.As of June 30, 2026, the LaunchIT Note is carried at its amended principal balance of $165,000 and is classified as a current liability, and accrued late fees of $12,500 are included within accrued interest on the condensed consolidated balance sheet. The $10,000 conditional resolution discount and the previously suspended default interest have not been recognized, as such amounts are contingent upon a Springing Default. The amended principal balance of $165,000 reflects total consideration of $230,000 under the LaunchIT Agreement, less $65,000 of payments made to LaunchIT through the amendment effective date. Under the amended payment schedule, the Company is scheduled to make six monthly installments of $5,000 each from June 2026 through November 2026 and a final payment of $162,500 on or before December 31, 2026, for total scheduled payments of $192,500. The $27,500 difference between total scheduled payments and the $165,000 amended principal balance consists of $12,500 of accrued late fees recognized within accrued interest as described above and $15,000 of additional charges provided for under the amendment that are contingent and have not been recognized as of June 30, 2026. The $12,500 of accrued late fees represents fixed contractual penalty charges triggered by missed installment payments and does not represent time-based or percentage-rate interest within the meaning of ASC 835-30. The Company presents these late fees within the “accrued interest” caption on the balance sheet and within interest expense on the statement of operations, and excludes them from the computation of the effective interest rate on the LaunchIT Note. The LaunchIT promissory note matures no later than December 31, 2026 and the convertible promissory note – related party matures on March 16, 2027; both are classified as current liabilities at June 30, 2026 because the amounts are due, or may be drawn upon and demanded, within twelve months of the balance-sheet date. Accrued late fees of $12,500 on the LaunchIT promissory note are excluded from the table above and are presented within accrued interest. Interest on Outstanding Legal Service Obligation Included in accounts payable and accrued interest at June 30, 2026 is an obligation to a legal service provider with an outstanding principal balance of approximately $1,045,249 and accrued interest of approximately $2,728,858. Under the terms of the arrangement, interest accrues at 1% per month (12% per annum), compounding on the outstanding balance. Interest expense on this obligation was approximately $219,899 for the six months ended June 30, 2026 and represents substantially all of the Company’s interest expense for the period. The remaining interest expense for the six months ended June 30, 2026 comprises $11,656 on the convertible promissory note – related party and $12,500 of fixed late fees on the LaunchIT promissory note.

52500000

0.10

2027-03-16

1.05

1727152

1644906

175350

447464

511492

447464

0.10

11656

426156

230000

125000

105000

26250

0.15

2500

15000

165000

10000 5000

2026-12-31

0.15

105000

2026-12-31

0.15

165000

12500

10000

165000

230000

65000

5000

162500

192500

27500

165000

12500

15000

12500

2027-03-16

12500

1045249 2728858 0.01 0.12

219899

11656

12500

11476572

0.814

447464

11656

36051 24201 11850

78569

45155

8102

7500

0.30

5000 110000 10000

10000000

200000000

10000000

1000000000

0.001

14101318

14099393

one

1925

16266

The Company’s Chief Executive Officer and Chairwoman of the Board of Directors, Tawana Bain, is the chief operating decision maker (“CODM”). The CODM evaluates the performance of the Company and allocates resources based on consolidated net loss, as reported on the condensed consolidated statements of operations, and cash balances, as reported on the condensed consolidated balance sheets.

301162

244269

606246

539201

-423064

-355925

-845412

-753566

40000000

false false false false NONE

http://fasb.org/srt/2026#ChiefExecutiveOfficerMember

0000773717 false true Q2 --12-31 false