v3.26.1
Loss on Settlement and Repricing of Convertible Notes
6 Months Ended
Jun. 30, 2026
Loss on Settlement and Repricing of Convertible Notes [Abstract]  
LOSS ON SETTLEMENT AND REPRICING OF CONVERTIBLE NOTES
13 LOSS ON SETTLEMENT AND REPRICING OF CONVERTIBLE NOTES

 

The loss on settlement and repricing of convertible notes consists of the following:

 

   Three months
ended
   Three months
ended
   Six months
ended
   Six months
ended
 
   June 30,   June 30,   June 30,   June 30, 
   2026   2025   2026   2025 
                 
Penalty on convertible debt  $(100,000)  $(22,500)  $(100,000)  $(61,729)
Reversal of loss and loss on convertible debt   94,000    (592,583)   
-
    (699,087)
Conversion fees on convertible debt   (16,757)   
-
    (16,757)   
-
 
(Loss) on repriced convertible debt   (20,196,476)   (14,584,238)   (20,196,476)   (16,925,718)
(Loss) on debt extinguishment   (14,116)   
-
    (58,124)     
   $(20,233,349)  $(15,199,321)  $(20,371,357)  $(17,686,534)

 

Penalty on convertible debt

 

Between January 7, 2025 and June 27, 2025, $61,729 of additional conversion penalties on convertible debt conversions were charged to the Company.

 

In terms of the legal settlement, convertible notes were issued to guarantee payment of the liability. These convertible notes, including a late settlement penalty of $100,000 were converted into shares of common stock on April 6, 2026.

Reversal of loss and loss on conversion of convertible debt

 

Between January 7, 2025 and June 27, 2025, in terms of conversion notices received from 5 convertible note holders, the Company issued 300,868,611 shares of common stock for the conversion of $439,108 of convertible debt at a weighted average conversion price of $0.00146 (conversion prices ranging from $0.0325 to $0.0005), realizing an aggregate loss on conversion of $699,087.

 

Between February 9, 2026 and April 29, 2026, in terms of conversion notices received from a convertible note holder, the Company issued 20,818,000 shares of common stock for the conversion of $104,090. The company reversed a $94,000 loss on conversion incorrectly allocated in the prior quarter.

 

Conversion fees on convertible debt

 

The Company incurred a conversion fee of $16,757 on convertible debt during the current year.

 

Loss on repriced convertible debt

 

In the prior year, as a result of the conversion of the convertible debt, in 2025, referred to in the paragraph above, all other outstanding convertible debt of the Company that contain price-based anti-dilution protection had the conversion prices of such notes adjusted to $0.001105 per share (the “Triggering Event”).

 

In the prior year, the value of the derivative liability related to the anti-dilution price protected convertible debt was evaluated immediately prior to the Triggering Event and immediately after the Triggering Event, resulting in an additional derivative liability and loss on convertible debt of $16,925,718.

 

On May 1, 2026, the forbearance agreement with Cavalry and Mercer expired, resulting in the repricing of the Cavalry, Mercer and their associated entities convertible debt to their original conversion prices ranging from $0.0005 to $0.345 per share, the 2026 Triggering event, which resulted in the evaluation oof the convertible debt associated with these entities, immediately prior to the 2026 Triggering event and immediately after the 2026 Triggering event, resulting in an additional derivative liability and loss on repricing of convertible debt of $20,196,476.

 

Loss on debt extinguishment

 

Between February 27, 2026 and May 7, 2026, the Company and certain convertible note holders entered into forbearance agreements, extending the maturity date of the convertible debt to December 31, 2026 in exchange for a reduction in the conversion price of the convertible debt to between $0.02 and $0.04 per share. This was evaluated in terms of ASC 470, debt modifications and extinguishments, and determined to be a debt extinguishment. The loss realized on the convertible debt repricing was an aggregate of $58,124.