v3.26.1
Promissory Notes
6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Promissory Notes

Note 6. Promissory Notes

 

On September 11, 2025, the Company entered into a Promissory Note for a principal amount of $353,050 with the Company receiving cash proceeds of $300,000. The Company recognized debt discount of $53,050 at the issuance of the notes. The note matures on August 30, 2026, and bears a one-time interest of 12% or $42,366. Any amount of principal or interest which is not paid when due shall bear interest at the rate of 22% per annum from the due date. Additionally, in the event of default, the holder may convert all or any part of the outstanding and unpaid amount of this note into shares of Company’s common stock with a discount rate of 35% on the lowest trading price of the common stock during the ten trading days prior to the conversion date.

 

During the period ended June 30, 2026, the Company repaid $261,257 and $35,305 of the principal balance and accrued interest, respectively. The Company recognized amortization on the debt discount of $26,525 during the period ended June 30, 2026. As of June 30, 2026 and December 31, 2025, the principal balance of the note was $91,793 and $353,050 and the accrued interest was $7,061 and $42,366, respectively.

 

On October 13, 2025, the Company entered into a Promissory Note for a principal amount of $76,550 with the Company receiving cash proceeds of $70,000. The Company recognized debt discount of $18,550 at the issuance of the notes. The note matures on August 15, 2026 and bears a one-time interest of 15% or $13,282. Any amount of principal or interest which is not paid when due shall bear interest at the rate of 22% per annum from the due date. Additionally, in the event of default, the holder may convert all or any part of the outstanding and unpaid amount of this note into shares of Company’s common stock with a discount rate of 35% on the lowest trading price of the common stock during the ten trading days prior to the conversion date.

 

During the period ended June 30, 2026, the Company repaid $54,413 and $9,962 of the principal balance and accrued interest, respectively . The Company recognized amortization on the debt discount of $11,130 during the period ended June 30, 2026. As of June 30, 2026 and December 31, 2025, the principal balance of the note was $22,138 and $76,550 and the accrued interest was $3,321 and $13,282, respectively.

 

On March 26, 2026, the Company entered Secured Promissory Note Agreements with two investors for their purchase of (i) 14% secured promissory notes of the Company in the aggregate original principal amount of $700,000 payable on April 17, 2026 and (ii) 5-year warrants to purchase 3,300,000 shares of the Company’s common stock at an exercise price of $0.08. The Company’s obligations under the Notes are secured by a security interest in certain property granted by the Company for the benefit of Holders pursuant to the terms of a Security Agreement dated October 31, 2025, between the Company and the Holders and a Patent Security Agreement dated October 31, 2025, between the Company and Holders. The warrants had a relative fair value of $252,834, which was recorded as a discount on the note.

 

During the period ended June 30, 2026, the Company repaid $700,000 and $10,897 of the principal balance and accrued interest, respectively. The Company recognized amortization on the debt discount of $252,834 during the period ended June 30, 2026 on the promissory notes. As of June 30, 2026, the principal balance and accrued interest of the note was $0 and $0, respectively.

 

On May 13, 2026, the Company entered Secured Promissory Note Agreements with two investors for their purchase of (i) 14% secured promissory notes of the Company in the aggregate original principal amount of $170,000 payable on May 26, 2026 and (ii) 5-year warrants to purchase 1,402,500 shares of the Company’s common stock at an exercise price of $0.14. The warrants had a relative fair value of $112,930, which was recorded as a discount on the note. Should the Company default on repayment for the note in full by the maturity date, the Common shall issue to the holders warrants to purchase 3,718,750 shares of the Company’s common stock. The Company’s obligations under the Notes are secured by a security interest in certain property granted by the Company for the benefit of Holders pursuant to the terms of a Security Agreement dated October 31, 2025, between the Company and the Holders and a Patent Security Agreement dated October 31, 2025, between the Company and Holders.

 

The Company defaulted on the May 13, 2026 notes and issued a 5-year warrants to purchase 3,718,750 shares of the Company’s common stock an exercise price of $0.14. The warrants had a fair value of $817,604, which was recorded as an interest expense in additional paid-in-capital.

 

The Company recognized amortization on the debt discount of $112,930 during the period ended June 30, 2026 on the promissory notes. As of June 30, 2026, the principal balance and accrued interest of the note was $170,000 and $1,118, respectively.

 

On May 28, 2026, the Company entered into a Promissory Note for a principal amount of $203,550 with the Company receiving cash proceeds of $170,000. The Company recognized debt discount of $33,550 at the issuance of the notes. The note matures on May 30, 2026 and bears a one-time interest of 12% or $24,426. Any amount of principal or interest which is not paid when due shall bear interest at the rate of 22% per annum from the due date. Additionally, in the event of default, the holder may convert all or any part of the outstanding and unpaid amount of this note into shares of Company’s common stock with a discount rate of 35% on the lowest trading price of the common stock during the ten trading days prior to the conversion date.

 

The Company recognized amortization on the debt discount of $2,796 during the period ended June 30, 2026 on the promissory notes. As of June 30, 2026, the principal balance and accrued interest of the note was $80,000 and $24,426, respectively.

 

 

On June 12, 2026, the Company entered Secured Promissory Note Agreements with two investors for their purchase of (i) 14% secured promissory notes of the Company in the aggregate original principal amount of $80,000 payable on December 31, 2026 and (ii) 5-year warrants to purchase 1,131,428 shares of the Company’s common stock at an exercise price of $0.14. Should the Company default on repayment for the note in full by the maturity date, the Common shall issue to the holders a warrant to purchase 3,000,000 shares of the Company’s common stock. The Company’s obligations under the Notes are secured by a security interest in certain property granted by the Company for the benefit of Holders pursuant to the terms of a Security Agreement dated October 31, 2025, between the Company and the Holders and a Patent Security Agreement dated October 31, 2025, between the Company and Holders. The warrants had a relative fair value of $53,761, which was recorded as a discount on the note.

 

The Company recognized amortization on the debt discount of $4,480 during the period ended June 30, 2026 on the promissory notes. As of June 30, 2026, the principal balance and accrued interest of the note was $80,000 and $395, respectively.

 

   As of
June 30, 2026
   As of
December 31, 2025
 
         
Promissory notes payable, net  $475,821   $380,321 
Total Promissory notes payable, net   475,821    380,321 
Less: current portion   (475,821)   (380,321)
Long term Promissory notes payable, net of current  $-   $- 

 

As of June 30, 2026, the unamortized debt discount was $91,659. As of December 31, 2025, the Company had unamortized debt discount of $49,279.