NOTE 8 - CONVERTIBLE PROMISSORY NOTE FINANCING AND DUE FROM AXIOM	6 Months Ended
Jun. 30, 2026
Notes
NOTE 8 - CONVERTIBLE PROMISSORY NOTE FINANCING AND DUE FROM AXIOM	NOTE 8 – CONVERTIBLE PROMISSORY NOTE FINANCING AND DUE FROM AXIOM During the six months ended June 30, 2026, the Company completed a financing transaction with Axiom Holdings Group, LLC (the “Investor”) pursuant to a Securities Purchase Agreement (the “SPA”), Convertible Promissory Note (the “Note”), and Registration Rights Agreement (collectively, the “Transaction Documents”). The transaction closed and was funded on May 4, 2026. The Note has an original principal amount of $2,222,222, reflecting a 10% original issue discount on total consideration of $2,000,000. The total consideration consists of (i) $1,000,000 in cash and (ii) $1,000,000 of digital asset consideration to be provided by the Investor, consisting primarily of Bitcoin. The Company received a $100,000 advance from the Investor in March 2026 in connection with the contemplated financing. Upon closing of the transaction, this advance was applied toward the Investor’s subscription and became part of the Note. On May 4, 2026, the Company received the remaining net cash funding of approximately $884,000, representing the balance of the $1,000,000 cash consideration after giving effect to the prior $100,000 advance and the withholding of approximately $16,000 for the Investor’s legal fees in accordance with the terms of the SPA. During the six months ended June 30, 2026, the Investor transferred a portion of the required digital asset consideration to the Company, consisting primarily of Bitcoin. The digital assets received by the Company were recognized in accordance with the Company’s accounting policy for digital assets as described in Note 2 and are included in digital assets on the accompanying condensed consolidated balance sheet. See Note 3. As of June 30, 2026, the Investor had not completed delivery of the full $1,000,000 of required digital asset consideration. The remaining amount due from the Investor was $532,852 as of June 30, 2026 and is presented as Due from Axiom on the accompanying condensed consolidated balance sheet. The amount represents the remaining obligation of the Investor to provide digital assets to the Company pursuant to the Transaction Documents. The Note bears interest at 15% per annum, calculated on a simple interest basis, and matures ten months from the original issue date unless earlier converted in accordance with its terms. Accrued interest is payable solely upon conversion, and no periodic cash interest payments are required. The Note is unsecured. The Note provides for automatic and mandatory conversion into shares of the Company’s common stock upon the earliest of: (i) 180 days following the original issue date, (ii) the consummation of a firm underwritten public offering, uplisting, or other board-approved equity financing, (iii) a qualified financing resulting in at least $5.0 million of gross proceeds to the Company, or (iv) the Company’s common stock trading at or above $1.00 per share for twenty consecutive trading days. The conversion price is equal to 75% of the lowest volume-weighted average price (“VWAP”) of the Company’s common stock during the twenty consecutive trading days immediately preceding the conversion date, subject to a floor price of $0.15 per share and a ceiling price of $0.50 per share. The Company evaluated the accounting treatment of the Note and its embedded conversion features under applicable accounting guidance, including ASC 815, Derivatives and Hedging. As of June 30, 2026, the derivative liability associated with the Note is included in derivative liabilities – convertible instruments on the accompanying condensed consolidated balance sheet. See Note 9. In connection with the financing, the Company entered into a Registration Rights Agreement requiring the Company to file a registration statement covering the resale of the shares issuable upon conversion of the Note within 90 days of the original issue date and to use commercially reasonable efforts to cause such registration statement to become effective. The Transaction Documents contain customary representations, warranties, covenants, and restrictions, including limitations on certain additional financings, requirements to maintain sufficient authorized and reserved shares for conversion, and restrictions on certain corporate actions without Investor consent. The Company recognized derivative liability at inception of $2,445,619, a debt discount of $2,222,222 and debt financing cost of $445,619 at inception of the note due to the derivative liability exceeding the proceeds. The company recognized amortization expense of $416,666 during the six months ended June 30, 2026. The carrying value of the note as of June 30, 2026 is $416,666. Interest expense during the three months ended June 30, 2026 was $53,881 and accrued interest was $53,881 as of June 30, 2026.

NOTE 8 - CONVERTIBLE PROMISSORY NOTE FINANCING AND DUE FROM AXIOM

6 Months Ended

Jun. 30, 2026

NOTE 8 - CONVERTIBLE PROMISSORY NOTE FINANCING AND DUE FROM AXIOM

NOTE 8 – CONVERTIBLE PROMISSORY NOTE FINANCING AND DUE FROM AXIOM

During the six months ended June 30, 2026, the Company completed a financing transaction with Axiom Holdings Group, LLC (the “Investor”) pursuant to a Securities Purchase Agreement (the “SPA”), Convertible Promissory Note (the “Note”), and Registration Rights Agreement (collectively, the “Transaction Documents”). The transaction closed and was funded on May 4, 2026.

The Note has an original principal amount of $2,222,222, reflecting a 10% original issue discount on total consideration of $2,000,000. The total consideration consists of (i) $1,000,000 in cash and (ii) $1,000,000 of digital asset consideration to be provided by the Investor, consisting primarily of Bitcoin.

The Company received a $100,000 advance from the Investor in March 2026 in connection with the contemplated financing. Upon closing of the transaction, this advance was applied toward the Investor’s subscription and became part of the Note. On May 4, 2026, the Company received the remaining net cash funding of approximately $884,000, representing the balance of the $1,000,000 cash consideration after giving effect to the prior $100,000 advance and the withholding of approximately $16,000 for the Investor’s legal fees in accordance with the terms of the SPA.

During the six months ended June 30, 2026, the Investor transferred a portion of the required digital asset consideration to the Company, consisting primarily of Bitcoin. The digital assets received by the Company were recognized in accordance with the Company’s accounting policy for digital assets as described in Note 2 and are included in digital assets on the accompanying condensed consolidated balance sheet. See Note 3.

As of June 30, 2026, the Investor had not completed delivery of the full $1,000,000 of required digital asset consideration. The remaining amount due from the Investor was $532,852 as of June 30, 2026 and is presented as Due from Axiom on the accompanying condensed consolidated balance sheet. The amount represents the remaining obligation of the Investor to provide digital assets to the Company pursuant to the Transaction Documents.

The Note bears interest at 15% per annum, calculated on a simple interest basis, and matures ten months from the original issue date unless earlier converted in accordance with its terms. Accrued interest is payable solely upon conversion, and no periodic cash interest payments are required. The Note is unsecured.

The Note provides for automatic and mandatory conversion into shares of the Company’s common stock upon the earliest of: (i) 180 days following the original issue date, (ii) the consummation of a firm underwritten public offering, uplisting, or other board-approved equity financing, (iii) a qualified financing resulting in at least $5.0 million of gross proceeds to the Company, or (iv) the Company’s common stock trading at or above $1.00 per share for twenty consecutive trading days.

The conversion price is equal to 75% of the lowest volume-weighted average price (“VWAP”) of the Company’s common stock during the twenty consecutive trading days immediately preceding the conversion date, subject to a floor price of $0.15 per share and a ceiling price of $0.50 per share.

The Company evaluated the accounting treatment of the Note and its embedded conversion features under applicable accounting guidance, including ASC 815, Derivatives and Hedging. As of June 30, 2026, the derivative liability associated with the Note is included in derivative liabilities – convertible instruments on the accompanying condensed consolidated balance sheet. See Note 9.

In connection with the financing, the Company entered into a Registration Rights Agreement requiring the Company to file a registration statement covering the resale of the shares issuable upon conversion of the Note within 90 days of the original issue date and to use commercially reasonable efforts to cause such registration statement to become effective.

The Transaction Documents contain customary representations, warranties, covenants, and restrictions, including limitations on certain additional financings, requirements to maintain sufficient authorized and reserved shares for conversion, and restrictions on certain corporate actions without Investor consent.

The Company recognized derivative liability at inception of $2,445,619, a debt discount of $2,222,222 and debt financing cost of $445,619 at inception of the note due to the derivative liability exceeding the proceeds. The company recognized amortization expense of $416,666 during the six months ended June 30, 2026. The carrying value of the note as of June 30, 2026 is $416,666.

Interest expense during the three months ended June 30, 2026 was $53,881 and accrued interest was $53,881 as of June 30, 2026.