Convertible Notes And Derivative Liability and Warrants (Tables)
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12 Months Ended |
Dec. 31, 2025 |
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| Convertible Notes And Derivative Liability and Warrants [Abstract] |
|
| Schedule of Convertible Notes |
Convertible notes, at amortised cost are as follows:
| | |
December 31,
2025 | | |
December 31,
2024 | |
| |
| | |
| |
| Convertible notes issued | |
$ | 4,701,738 | | |
| 3,059,595 | |
| Less: Deferred debt issuance cost | |
$ | (348,316 | ) | |
| (648,232 | ) |
| Convertible notes, net | |
$ | 4,353,422 | | |
| 2,411,363 | |
| | |
| | | |
| | |
| Presented as: | |
| | | |
| | |
| Current liability | |
$ | 256,056 | | |
| 82,447 | |
| Non-current liability | |
| 4,097,366 | | |
| 2,328,916 | |
| Convertible notes, net | |
$ | 4,353,422 | | |
| 2,411,363 | |
|
| Schedule of Outstanding Convertible Notes |
As of December 31, 2025, the Company had the following
outstanding convertible notes:
| Note Holders | | Principal
Amount | | | Conversion Price | | Coupon
Rate | | | Issuance
Date | | Maturity
Date | | Fair Value at December 31,
2025 | | | Fair Value
level | | JAK & affiliated holders | | $ | 3,150,000 | | | 1.7 | | 10 | % | | 2025-06-03 | | 2028-06-02 | | $ | 2,831,611 | | | Level 2 | | JAK & affiliated holders | | | 1,475,000 | | | 0.63 | | 14.75 | % | | 2025-07-16 | | 2030-01-16 | | | 1,736,145 | | | Level 2 | | Vanquish Funding Group Inc | | | 257,000 | | | 25% discount of lowest traded price during 10 trading days immediately preceding the conversion date | | 10 | % | | 2025-10-15 | | 2026-07-30 | | | 257,673 | | | Level 2 | | Labrys Fund II, LP | | | 250,000 | | | 15% discount of lowest traded price during 10 trading days immediately preceding the conversion date | | USD 39,285.71 for 6 instalments | | | 2025-11-12 | | 2026-11-11 | | | 156,063 | | | Level 2 | | Vanquish Funding Group Inc | | | 157,000 | | | 25% discount of lowest traded price during 10 trading days immediately preceding the conversion date | | 10 | % | | 2025-11-04 | | 2026-07-30 | | | 235,900 | | | Level 2 |
|
| Schedule of Transaction Costs on Issuance of Notes |
The transaction costs incurred
on issuance of the Notes are capitalized and amortised over the term of the Notes as follows:
| | |
December 31,
2025 | | |
December 31,
2024 | |
| Balance at beginning of the year | |
$ | 648,232 | | |
$ | - | |
| Add: capitalized during the year | |
| 564,000 | | |
| 929,500 | |
| Less: charged to additional paid in capital for converted notes during the year | |
| (777,836 | ) | |
| - | |
| Less: amortized during the year | |
| (86,080 | ) | |
| (281,268 | ) |
| Ending balance | |
$ | 348,316 | | |
$ | 648,232 | |
|
| Schedule of Exercise of Convertible Notes |
As of December 31, 2025 and 2024, the derivative is assessed to have a nil value in view of the cap assessed to have been met
with the exercise of the tab convertible notes above.
| | |
December 31,
2025 | | |
December 31,
2024 | |
| Warrant units: | |
| | |
| |
| Balance at beginning of the year* | |
| 3,555,678 | | |
| - | |
| Warrants issued | |
| 2,142,940 | | |
| 3,555,678 | |
| Less: Exercised | |
| (4,474,290 | ) | |
| - | |
| Ending balance | |
| 1,224,328 | | |
| 3,555,678 | |
| * | Adjusted for the effects of the RSS in May 2025. |
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