Note 11. Loans and Notes Payable

Third party debt:

Related party debt:

Maturity Table

ClearThink Partners, LLC — On January 9, 2026, the Company issued a promissory note to ClearThink Capital Partners LLC in the principal amount of $322,000 and received proceeds of $280,000 after an original issue discount of $42,000. The note matures twelve months from issuance and includes a one-time interest charge of 15%. During the six months ended June 30, 2026, the lender converted an aggregate of $175,200 of outstanding principal under the convertible debt into 30,000 shares of the Company’s common stock, resulting in a non-cash loss on conversion of approximately $175,200. As of June 30, 2026, the outstanding balance of the note was $299,792, net of unamortized discount of $22,208.

ClearThink Capital Partners, LLC/RBW Investors — During 2025, the Company entered into multiple twelve-month convertible promissory notes with investors introduced to us by ClearThink Capital Partners, LLC and RBW totaling approximately $5.1 million in principal amount. The notes included original issue discounts, one time interest charges, and conversion features. During 2025, holders converted an aggregate of approximately $3.2 million of outstanding principal into shares of the Company’s common stock. During the six months ended June 30, 2026, the lender converted an aggregate of $1,837,152 of outstanding principal under the convertible debt into 225,161 shares of the Company’s common stock, resulting in a non-cash loss on conversion of approximately $1.8 million. On January 30, 2026, the Company entered into Forbearance and Note Amendment Agreements with the holders of the notes. Pursuant to the amended agreements, the maturity dates of the notes were extended to January 31, 2027 and certain repayment terms were revised. In connection with the amendments, the Company agreed to issue an aggregate of 13,922 shares of restricted common stock to the noteholders. The amended agreements provide for installment payments through January 31, 2027 and restrict conversions under the notes. As of June 30, 2026, the outstanding balance of the notes was $455,563.

On May 8, 2026, the Company closed the initial tranche of a securities purchase agreement with certain institutional investors pursuant to which the Company issued promissory notes with aggregate gross proceeds of up to $12.0 million, to be funded in two tranches (the “May 2026 Financing Transaction”). The initial closing provided gross proceeds of $6.0 million before placement agent fees and offering expenses. If fully funded, the notes will have an aggregate principal amount of $15.0 million, inclusive of original issue discount, and are convertible into shares of the Company’s common stock subject to certain pricing terms and ownership limitations.

William Tuorto — During the six months ending June 30, 2026, the Company entered into a short-term funding arrangement totaling $387,020 which was repaid in May 2026.

JJ Astor & Co. — During 2025, the Company entered into multiple financing and forbearance arrangements with J.J. Astor & Co. related to secured promissory notes issued by the Company. As of December 31, 2025, the Second Note remained outstanding. On February 27, 2026, the Company entered into additional amendment and forbearance agreements with J.J. Astor & Co., which modified repayment terms, extended certain maturity dates, and provided for additional financing. The Company issued an additional secured promissory note in the principal amount of $993,750 and received net proceeds of approximately $750,000 prior to fees and expenses. On May 6, 2026, the Company entered into an additional forbearance and note payment amendment agreement with J.J. Astor & Co. related to the Company’s outstanding secured promissory notes they hold. Pursuant to the agreement, the parties revised certain repayment terms associated with the Company’s May 2026 Financing Transaction and extended certain repayment obligations through January 2027. During the six months ended June 30, 2026, the lender converted an aggregate of $50,000 of outstanding principal under the convertible debt into 2,976 shares of the Company’s common stock, resulting in a non-cash loss on conversion of approximately $50,000. In addition, pursuant to the agreement, the Company made a $1.5 million principal payment in May 2026. As of June 30, 2026, the aggregate outstanding balance related to the J.J. Astor financing arrangements was $5,757,365.

Jorgan Development, LLC — During the three and six months ended June 30, 2026, $-0- and $1.1 million, respectively, outstanding under the Jorgan Development, LLC related-party note payable was offset against amounts due from affiliated entities under related-party commercial agreements pursuant to existing offset arrangements between the parties. As a result, no balance remained outstanding under the Jorgan Development, LLC note as of June 30, 2026.

As of June 30, 2026, the Company had outstanding secured notes payable to Cedarview Opportunities Master Fund LP of $5,025,679. The Company entered into a forbearance arrangement with Cedarview related to existing payment defaults and ongoing repayment discussions. During the three months ended June 30, 2026, the parties entered into an additional forbearance agreement extending the forbearance period through October 31, 2026, subject to certain repayment and financing conditions.