v3.26.1
CONVERTIBLE DEBT
6 Months Ended
Jun. 30, 2026
Convertible Debt  
CONVERTIBLE DEBT

NOTE 9 — CONVERTIBLE DEBT

 

Summary of Convertible Notes Payable

 

   June 30,
2026
   December 31,
2025
 
April 24, 2026, principal of $15,615,385 and accrued interest of $171,983, net of unamortized OID interest of $4,462,150, and unamortized debt discount of $2,572,765 as of June 30, 2026  $8,752,453   $ 
December 2, 2025, principal of $45,400 and accrued PIK interest of $2,612 and $361, net of unamortized OID interest of $3,327 and $5,114 and unamortized debt discount of $5,095 and $7,832 as of June 30, 2026 and December 31, 2025, respectively   39,590    32,815 
August 8, 2025, principal of $227,000, and accrued PIK interest of $20,275 and $9,018, net of unamortized OID interest of $10,967 and $19,868 and unamortized debt discount of $26,357 and $47,750 as of June 30, 2026 and December 31, 2025, respectively   209,951    168,400 
May 8, 2025, principal of $340,500 and accrued PIK interest of $38,994 and $22,109, net of unamortized OID interest of $9,664 and $23,016 and unamortized debt discount of $23,281 and $55,447 as of June 30, 2026 and December 31, 2025, respectively   346,549    284,146 
Total of convertible notes payable   9,348,543    485,361 
Convertible notes payable, net of debt discount - current portion   (9,348,543)   (284,146)
Convertible notes payable, net of debt discount - long-term portion  $   $201,215 

 

Senior Secured Promissory Notes Outstanding as of June 30, 2026

 

April 2026 Convertible Notes

 

On April 24, 2026 (the “Original Issuance Date”), the Company entered into a securities purchase agreement with certain related parties, pursuant to which the Company issued senior secured convertible promissory notes in the principal amount of $15,615,385 (the “Notes”) including Original issue discount (“OID”) of $5,465,385, and matures twelve (12) months from the Original Issuance Date. The cash proceeds received by the Company were $10,150,000. The Company intends to use the net proceeds for working capital and general corporate purposes. The Notes bear interest at a rate of 6% per annum per annum on the original outstanding principal amount.

 

 

In connection with the issuance of the Notes, the accredited investors were also issued a total of 507,500 six month warrants to purchase shares of the Company’s common stock at an exercise price of $8.00 per share (the “Warrant Shares”). If, while the Warrant Shares are outstanding, the Company issues common stock for consideration per share less than $8.00, the exercise price of the Warrant Shares will be reduced to the latest common stock issuance price.

 

December 2, 2025 Convertible Notes Payable - Investor A

 

On December 2, 2025 (the “Issuance Date”), the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an investor, pursuant to which the Company issued a senior secured convertible promissory note in the principal amount of $40,000 (the “Note”) plus OID of $5,400, on the date on which is eighteen (18) months from the Original Issue Date (the “Maturity Date”). The proceeds received by the Company were $40,000. The Company intends to use the net proceeds for working capital and general corporate purposes. The Note has a maturity date of eighteen months from the Issuance Date. The Note bears interest at a rate of 10% per annum per annum paid-in-kind (“PIK interest”) quarterly, with a minimum guaranteed interest of six months on the original outstanding principal amount.

 

In connection with the issuance of the Note, the investor was also issued a total of 20,000 five-year warrants to purchase shares of the Company’s common stock at an exercise price of $0.50 per share (the “Warrant shares”). The Warrants include a full-ratchet anti-dilution provision that adjusts the exercise price if the Company issues equity securities at a price below $0.50 per share.

 

August 8, 2025 Convertible Notes Payable - Investor B

 

On August 8, 2025 (the “Issuance Date”), the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an investor, pursuant to which the Company issued a senior secured convertible promissory note in the principal amount of $200,000 (the “Note”) plus OID of $27,000, on the date on which is eighteen (18) months from the Original Issue Date (the “Maturity Date”). The proceeds received by the Company were $200,000. The Company intends to use the net proceeds for working capital and general corporate purposes. The Note has a maturity date of eighteen months from the Issuance Date. The Note bears interest at a rate of 10% per annum per annum paid-in-kind (“PIK interest”) quarterly, with a minimum guaranteed interest of six months on the original outstanding principal amount.

 

In connection with the issuance of the Note, the investor was also issued a total of 100,000 five-year warrants to purchase shares of the Company’s common stock at an exercise price of $0.50 per share (the “Warrant shares”). The Warrants include a full-ratchet anti-dilution provision that adjusts the exercise price if the Company issues equity securities at a price below $0.50 per share.

 

May 8, 2025 Convertible Notes Payable - Investor C

 

On May 8, 2025 (the “Issuance Date”), the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an investor, pursuant to which the Company issued a senior secured convertible promissory note in the principal amount of $300,000 (the “Note”) plus OID of $40,500, on the date on which is eighteen (18) months from the Original Issue Date (the “Maturity Date”). The proceeds received by the Company were $300,000. The Company intends to use the net proceeds for working capital and general corporate purposes. The Note has a maturity date of eighteen months from the Issuance Date. The Note bears interest at a rate of 10% per annum per annum paid-in-kind (“PIK interest”) quarterly, with a minimum guaranteed interest of six months on the original outstanding principal amount.

 

In connection with the issuance of the Note, the investor was also issued a total of 150,000 five-year warrants to purchase shares of the Company’s common stock at an exercise price of $0.50 per share (the “Warrant shares”). The Warrants include a full-ratchet anti-dilution provision that adjusts the exercise price if the Company issues equity securities at a price below $0.50 per share.