NOTE 10 – NOTES PAYABLE

During the year ended December 31, 2020, the Company acquired domain names from a third party and owed $97,323. The Company has repaid $80,000 of the balance, the remaining balance owed is $17,323 as of June 30, 2026. The amount is unsecured with no maturity date and does not accrue interest.

On April 1, 2024, the Company received proceeds of $200,000 under note payable agreements from OA SPV, under note payable agreements from OA SPV, a related party as described under Note 2. The notes are unsecured and mature three years from the date of the advances, which is April 1, 2027. On February 26, 2025 the notes payable was modified to bear a 15% interest rate, calculated on the outstanding principal amount. Interest shall accrue annually and be payable at the end of each fiscal quarter in accordance with the profitability and cash flow of the Company’s wholly-owned subsidiaries, as agreed upon by both parties. The Company repaid $1,000 of the funds advanced during the year ended December 31, 2024 and repaid $10,000 during the year ended December 31, 2025. As of June 30, 2026 the balance due on the advance was $189,000 and is classified under Notes payable – related parties, on the balance sheet.

On June 6, 2024, the Company entered into a promissory note as part of the acquisition of DDS Rank (the “DDS Rank Note”). The DDS Rank Note has the principal sum of $200,000, matures on June 6, 2026, and interest on the outstanding principal balance of, and all other sums owing under the loan amount, is 7%. The loan amount is payable as follows: (i) commencing on the date that was thirty (30) days from the date of the DDS Rank Note and continuing monthly on such same day thereafter, the Company shall make an interest only payment equal to $1,167 per month (ii) the entire loan amount, together with all accrued but unpaid interest thereon, shall be due and payable on June 6, 2026. As of June 30, 2026 the balance due on the DDS Rank Note was $200,000. As of June 30, 2026, the Company reached an informal agreement to extend the maturity date to December 6, 2026.

On October 1, 2024, the Company entered into a promissory note as part of the acquisition of Eastern Standard (the “Eastern Standard Note”). The Eastern Standard Note has the principal sum of $850,000, matures on October 1, 2026, and interest on the outstanding principal balance of, and all other sums owing under the loan amount, is 8%. The loan amount is payable as follows: (i) commencing on the date that was thirty (30) days from the date of the Eastern Standard Note and continuing monthly on such same day thereafter, the Company shall make an interest only payment equal to $5,667 per month (ii) the entire loan amount, together with all accrued but unpaid interest thereon, shall be due and payable on October 1, 2026. As of June 30, 2026, the balance due on the Eastern Standard Note was $850,000, which is classified under Notes payable – related parties, on the balance sheet.

On February 28, 2025, the Company issued a promissory note for $340,000 to the RevenueZen Sellers in connection with the earn-out payment as discussed in Note 14. The promissory note has a term of 60 months and accrues interest at 19%. Effective January 1, 2026, the Company entered into an amendment to the note whereby the Company agreed to pay a lump payment of $40,000 on January 15, 2026 with the remaining balance to be amortized based on a 36 month period resulting in monthly payments of $9,643 with the final amount due and payable on December 31, 2026. As of June 30, 2026, the balance due on the RevenueZen Note was $234,809, which is classified under Notes payable – related parties, on the balance sheet.

On June 2, 2025, the Company received proceeds of $35,965 under a note payable agreement from OA SPV, a related party as described under Note 2. The notes are unsecured and mature three years from the date of the advances, which is June 2, 2028 and bear a 15% interest rate, calculated on the outstanding principal amount. Interest shall accrue annually and be payable at the end of each fiscal quarter in accordance with the profitability and cash flow of the Company’s wholly-owned subsidiaries, as agreed upon by both parties. During the six months ended June 30, 2026, the Company made a payment of $31,500 which was recorded as a reduction in the amount owed against this advance. As of June 30, 2026 the balance due on the advance was $4,465 and is classified under Notes payable – related parties, on the balance sheet.

At various times the Company enters into short-term financing agreements with payment service providers who provide cash proceeds. The Company will repay the principal balance based on a percentage of its daily sales processed through the service provider until the total principal is repaid, which ranges from 5% to 30%, based on the repayment terms in the agreement which is less than one year. The following table shows the outstanding balances of these lenders as of June 30, 2026:

For the three and six months ended June 30, 2026, the Company recognized interest expense associated with the above notes of $173,616 and $362,306. As of June 30, 2026, the Company had accrued interest associated with the above notes of $28,507. 

Convertible Notes

On November 17, 2025, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the buyer referred to in the Schedule of Buyers included therein (the “Buyers”), pursuant to which the Company agreed to sell (i) an aggregate principal amount of $6,000,000 in Senior Secured Convertible Notes (the “Senior Secured Notes”), convertible into the Company’s common stock and (ii) rights to receive Company common stock (the “Rights”) (see Note 14).

The Securities Purchase Agreement contains representations and warranties of the Company and the Buyers typical for transactions of this type. In addition, the Securities Purchase Agreement contains customary covenants on the Company’s part typical for transactions of this type.

Senior Secured Convertible Notes

Pursuant to the Securities Purchase Agreement, the Company has issued Senior Secured Convertible Notes (the “Senior Secured Notes”) in the aggregate principal amount of $6,000,000, maturing on November 17, 2027, which are convertible into shares of Company common stock at a conversion price of $49.20. At any time the Buyer may, at the Buyers’s option, convert all, or any part of the note at the lower of (i) the applicable Conversion Price as in effect on the applicable Conversion Date and (ii) the greater of (x) the Floor Price and (y) (i) 92% of the lowest VWAP of the common stock of any Trading Day during the ten (10) consecutive Trading Day period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice or (ii) during the occurrence and continuance of an Event of Default, 85% of the lowest VWAP of the common stock of any Trading Day during the twenty (20) consecutive Trading Day period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice. The initial Floor Price means $11 (as adjusted for share splits, share dividends, share combinations, recapitalizations and similar events) provided that if on the six month anniversary of the Issuance Date the Floor Price shall be adjusted to the lower of (i) the Floor Price then in effect and (ii) 20% of the lower of (x) the closing price of the Ordinary Shares of the Principal Market (as reported by the Principal Market) as of the Trading Day ended immediately prior to such applicable Six Month Anniversary Date and (y) the quotient of (I) the sum of each the closing price of the Ordinary Shares of the Principal Market (as reported by the Principal Market) on each Trading Day of the five (5) Trading Day period ended on, and including, the Trading Day ended immediately prior to such applicable Six Month Anniversary Date, divided by (II) five.

Subject to the terms and conditions of the Securities Purchase Agreement, the Company may require each Buyer to participate in one or more additional closings for the purchase by such Buyer and the sale by the Company, of (a) with respect to the First Additional Closing (as defined below), additional Senior Secured Convertible Notes in the aggregate original principal amount of $2,000,000, or such other amount as the Company and each Buyer shall mutually agree in writing (such closing of the purchase of such Senior Secured Notes, the “First Additional Closing”), and (b) with respect to any Subsequent Additional Closing (as defined below), Senior Secured Notes with an aggregate original principal amount for all Subsequent Additional Closings not to exceed $292,000,000, or such other amount as the Company and each Buyer shall mutually agree in writing (each such closing of the purchase of such Senior Secured Notes, a “Subsequent Additional Closing”).

The Senior Secured Notes were issued on November 17, 2025, subject to the satisfaction of customary closing conditions. The Senior Secured Notes are senior obligations of the Company and are secured by all personal property and assets of the Company and its subsidiaries, pursuant to a Security Agreement and a Guaranty.

The Senior Secured Notes also contain certain negative covenants, including prohibitions on the incurrence of indebtedness, liens, restrictions on redemption and cash dividends, restrictions on the transfer of assets and changes in the nature of business, as well as standard and customary events of default including, but not limited to, failure to make payments when due, failure to observe or perform covenants or agreements contained in the Senior Secured Notes, existence of a default or event of default under any of the Transaction Documents (as defined in the Securities Purchase Agreement), the bankruptcy or insolvency of the Company or any of its subsidiaries and unsatisfied judgments against the Company.

The Company failed to settle the Eastern Standard Note for common shares and failed to have an effective registration statement as specified in the convertible note agreement which cause the triggering of an event of default. As a result of the default the Company was required to pay liquidated damages totaling $412,000 as of June 30, 2026, which have been deferred and will be due upon the maturity of the Senior Secured Notes or can be converted into common shares pursuant to the terms of the Senior Secured Notes. Subsequent to June 30, 2026, these liquidated damages were included in the amount agreed with the Holder in August 2026 and converted into common stock. See Note 15.

As previously disclosed in the Company’s filings with the Commission, the Company and the investor signatory thereto (the “Holder”) entered into (i) that certain Securities Purchase Agreement, pursuant to which, among other things, the Company issued to the Holder (a) Senior Secured Convertible Notes and (b) the Rights, and (ii) that certain November Registration Rights Agreement, and together with the Securities Purchase Agreement, the Senior Secured Convertible Notes, the Rights, and the November Registration Rights Agreement, the “Existing Transaction Documents”).

On April 10, 2026, the Company entered into a Limited Waiver and Amendment Agreement with the Holder (the “Waiver Agreement”). The Waiver Agreement provides for specific waivers and forbearances related to existing and potential events of default under the Existing Transaction Documents, as well as amendments to the Existing Transaction Documents to accommodate the terms of the Purchase Agreement. Capitalized terms used but not defined in this description of the Waiver Agreement shall have the meaning set forth in the Waiver Agreement.

Pursuant to the Waiver Agreement, the Holder granted, among other things, the following limited waivers: (i) the Holder agreed to waive certain Asset Sale Events of Default that otherwise occurred in connection with the Company’s sale of certain assets as described in the Waiver Agreement, (ii) the Holder agreed to waive any Asset Sale Event of Default arising from the occurrence of one or more Permitted Future Asset Sales as described in the Waiver Agreement, (iii) the Holder waived its right to require a cash redemption of the Senior Secured Convertible Note, either as a result of an Event of Default under the Senior Secured Convertible Note arising from the Eastern Exchange Event of Default, or as a pro rata portion of net proceeds, in connection with the Asset Sales, (iv) the Holder agreed to forbear from exercising certain redemption rights related to the default arising from the Eastern Exchange Event of Default until September 17, 2026, and the Holder waived the application of the Default Interest Rate during such period, and (v) the Holder waived the Company’s failure to pay Registration Delay Payments relating to the Initial Registration Statement as an Event of Default, with any such Registration Delay Payments due, when and as required under the November Registration Rights Agreement, to be paid on the Maturity Date except to the extent included, in whole or in part, in the Conversion Amount of one or more conversions of the Senior Secured Convertible Note as specified in any such applicable Conversion Notice.

On May 17, 2026, the six-month anniversary of the Issuance Date, the Floor Price was adjusted in accordance with the foregoing provisions to $8.80. As a result of the events of default described above, conversions of the Senior Secured Notes have been effected at the alternate conversion price equal to 85% of the applicable lowest VWAP, subject to the Floor Price. Pursuant to the Waiver Agreement described above, the existing events of default are not capable of cure, and accordingly the alternate conversion price remains applicable for the remaining term of the Senior Secured Notes. Where the alternate conversion price so calculated would otherwise be below the Floor Price, the applicable conversion is effected at the Floor Price and an additional amount, the Alternate Conversion Floor Amount (the "Floor Penalty"), is added to the Conversion Amount and may be settled in shares of common stock in subsequent conversions.

Between May 1, 2026 and June 17, 2026, the Holder delivered ten Conversion Notices to the Company electing to convert (i) an aggregate of $487,500 of outstanding principal under the Senior Secured Notes and (ii) $1,169 of additional interest charges, representing an aggregate Conversion Amount of $488,669, in exchange for an aggregate of 28,146 shares of the Company’s common stock. Following the application of such conversions, the remaining outstanding principal balance of the Senior Secured Notes is $5,924,500. None of the conversions were completed where the alternate conversion price was below the then current floor price.

During the three and six months ended June 30, 2026, the Company recorded $209,993 and $348,196 in discount amortization expense, respectively, on the note with a remaining unamortized discount of $5,375,531.

For the three and six months ended June 30, 2026, the Company recognized interest expense associated with the Convertible Notes of $120,000 and $260,000. In addition, the Company issued 3,072 shares of common stock for the settlement of $80,000 in required interest payments. As of June 30, 2026, the Company had accrued interest associated with the Convertible notes of $20,000.

Registration Rights Agreement

On November 17, 2025, the Company also entered into a registration rights agreement with the Buyers (the “November Registration Rights Agreement”), which provides, subject to certain limitations, the Buyers with certain registration rights for the shares of common stock issuable upon conversion of the Senior Secured Notes. The November Registration Rights Agreement requires the Company to prepare and file a registration statement with the U.S. Securities and Exchange Commission within 30 days after the issuance of the Senior Secured Notes to register the resale of the shares underlying the Senior Secured Notes and cause such registration statement to be declared effective within 60 days after the issuance of the Senior Secured Notes. In the event that the Company fails to file the registration statement by the prescribed deadline or such registration statement is not declared effective by the prescribed deadline or the Company fails to maintain the effectiveness of such registration statement, then the Company shall pay to each holder of registrable securities relating to such registration statement an amount in cash equal to two percent (2.0%) of such investor’s original principal amount stated in such investor’s Senior Secured Note.

The following summarizes the Company’s maturities of debt instruments: