v3.26.1
Notes Payable
6 Months Ended
Jun. 30, 2026
Notes Payable [Abstract]  
NOTES PAYABLE

NOTE 8 — NOTES PAYABLE

 

As of June 30, 2026 and December 31, 2025, the Company had no third-party notes payable outstanding.

 

During 2025 and 2024, the Company issued a series of convertible and non-convertible promissory notes, all of which were repaid, converted, or settled during the year ended December 31, 2025.

 

Austria Capital LLC Convertible Promissory Note

 

On December 4, 2024, the Company issued a convertible promissory note with a principal amount of $1,200,000. The note bore no interest and had an original issue discount of $200,000 and deferred financing costs of $73,000. The Company also issued 2,000,000 shares of common stock to the investor as an equity inducement, valued at $978,000. The note was convertible into common stock at $0.25 per share following stockholder approval. The note was fully settled during the year ended December 31, 2025 through a combination of conversion into common stock and cash payment. See Note 10.

  

Red Road Holdings Promissory Note

 

Between December 2024 and April 2025, the Company entered into three loan agreements with Red Road Holdings with aggregate principal of $447,573, including guaranteed interest of $47,953, together with original issue discounts of $55,120 and deferred financing costs of $19,500. All three loans were repaid in full during the year ended December 31, 2025.

 

3i LP Institutional Investor Securities Purchase Agreement

 

On January 23, 2025, the Company entered into a Securities Purchase Agreement with an institutional investor providing for two senior convertible promissory notes with aggregate principal of $2,173,914, bearing interest at 7% per annum with an 8% original issue discount, together with two warrants to purchase up to an aggregate of 4,000,000 shares of common stock at an exercise price of $0.50 per share. The notes were convertible into common stock at $0.25 per share, subject to ownership limitations, and were fully converted or repaid during the year ended December 31, 2025. The warrants expire five years from their respective dates of issuance and remain outstanding as of June 30, 2026. See Note 10.

 

For the six months ended June 30, 2025, the Company recognized interest expense of $2,313,962 in connection with these notes. No interest expense was recognized with respect to these notes during the three or six months ended June 30, 2026.