v3.26.1
Related Party Transactions
6 Months Ended
Jun. 30, 2026
Related Party Transactions  
Related Party Transactions

Note 3. Related Party Transactions

 

Convertible notes payable - related parties

 

As of June 30, 2026 and December 31, 2025, convertible notes payable – related parties (net of debt discount) totaled $500,000 and $500,000, respectively.

 

During the year ended December 31, 2022, Brian Thom, the Company’s Chief Executive Officer, converted $372,000 of a loan payable balance to a convertible note payable. The unpaid accrued interest on the loan payable was transferred to the convertible note payable. The note had an interest rate of 10%, an original issue discount (“OID”) of 7% and had a maturity date of December 31, 2023. At the option of the holder, the note is convertible into common stock of the Company at $0.35 per share. In the event the Company issues any shares of common stock before the maturity date at a price that is lower than $0.35 per share, the conversion price shall be reduced to equal such lower issue price per share. The Company recorded $28,000 of a debt discount related to the OID. As of June 30, 2026 and December 31, 2025, the remaining unamortized debt discount was $0 and $0, respectively. Accrued interest associated with the note was $249,061 and $209,447 as of June 30, 2026 and December 31, 2025, respectively.

 

During the year ended December 31, 2022, Robert Denser, a Director of the Company, loaned the Company $93,000 through a convertible note. The note had an interest rate of 10%, an OID of 7% and had a maturity date of December 31, 2023. At the option of the holder, the note is convertible into common stock of the Company at $0.35 per share. In the event the Company issues any shares of common stock before the maturity date at a price that is lower than $0.35 per share, the conversion price shall be reduced to equal such lower issue price per share. The Company recorded $7,000 of a debt discount related to the OID. As of June 30, 2026 and December 31, 2025, the remaining unamortized debt discount was $0 and $0, respectively. Accrued interest associated with the note was $55,624 and $46,126 as of June 30, 2026 and December 31, 2025, respectively.

 

On December 15, 2023, the Company entered into amendments on the above convertible notes, which extended the maturity date to December 31, 2024 and increased the interest rate from 10% to 13%, effective January 1, 2024. On December 20, 2024, the Company entered into amendments on the above convertible notes, which extended the maturity date to December 31, 2026.

 

Interest expense – related party on the above convertible notes payable was $24,556 and $21,731 during the three months ended June 30, 2026 and 2025, respectively. Interest expense – related party on the above convertible notes payable was $49,112 and $43,462 during the six months ended June 30, 2026 and 2025, respectively. Accrued interest – related party due to these convertible notes was $304,685 and $255,573, as of June 30, 2026 and December 31, 2025, respectively and has been recorded in accrued liabilities – related parties on the balance sheet.

 

Note payable – related parties

 

During the year ended December 31, 2025, the Company’s Chief Executive Officer (CEO) advanced the Company $250,000 to secure a private investment, which is unsecured and non-interest bearing. This note payable was to be repaid from the proceeds of a private investment. In the event that the private investment or similar investment is not completed within 120 days of the execution of this note payable, then the CEO may, at his discretion, demand that the Company commit to apply not less than 25% of the net proceeds of any external capital raising activity (including but not limited to equity placements under any Equity Line of Credit then in effect) towards the repayment of the note payable until it is repaid in full. Any unpaid amounts under this note payable shall be due and payable upon the closing of a sale of all, or substantially, all of the assets of the Company. In addition, any amounts under this note payable unpaid on the seventh (7th) anniversary shall be due and payable one hundred twenty (120) days following demand for payment. As of June 30, 2026, the remaining principal balance due was $250,000.

 

During the six months ended June 30, 2026, our CEO converted $250,000 of accrued compensation into a promissory note of $277,778. The note has an interest rate of 15%, an original issue discount (“OID”) of 10% and has a maturity date of December 31, 2027. The Company recorded $27,778 of a debt discount related to the OID. As of June 30, 2026 and December 31, 2025, the remaining unamortized debt discount was $25,211 and $0, respectively.

 

Interest expense – related party on the above notes payable was $8,380 (including $2,567 of debt discount amortization related to the OID) and $0 during the three and six months ended June 30, 2026 and 2025, respectively. Accrued interest – related party due to these notes payable was $5,813 and $0, as of June 30, 2026 and December 31, 2025, respectively and has been recorded in accrued liabilities – related parties on the balance sheet.

 

The following represents the future aggregate maturities as of June 30, 2026 of the Company’s Note payable – related party:

 

 

 

Amount

 

2027

 

$252,567

 

2028

 

 

-

 

2029

 

 

-

 

2030

 

 

-

 

2031

 

 

-

 

Thereafter

 

 

250,000

 

Total

 

$502,567