Commitments and contingencies	6 Months Ended
Jun. 30, 2026
Commitments and Contingencies Disclosure [Abstract]
Commitments and contingencies	Note 8. Commitments and contingencies Royalty Agreement On April 6, 2018, the Company entered into a Patent License Agreement with Setaysha Technical Solutions, LLC (“STS”). The agreement required the Company to pay earned royalties based on sales of licensed products and established a minimum annual royalty obligation. On June 30, 2020, the Company entered into Addendum No. 2 to the Patent License Agreement. Addendum No. 2 established certain limitations and expectations regarding assistance to be provided by STS in connection with the design and commercialization of certain diving products and revised the minimum royalty provisions as consideration for previously uncompensated development services. Under Addendum No. 2, the Company is required to pay STS a minimum annual royalty that commenced at $60,000, payable in quarterly installments of $15,000, beginning in December 2019 and increasing by 2.15% annually. The minimum annual royalty was temporarily increased by an additional $60,000 for fiscal years 2022, 2023 and 2024. In the fourth quarter of each calendar year, the minimum royalties paid for the year are reconciled against earned royalties, with any overpayment of minimum royalties credited against the fourth-quarter earned royalties otherwise due. On January 24, 2024, the Company entered into Addendum No. 3, which would have deferred the additional $60,000 minimum royalty applicable to fiscal 2024 until fiscal 2025. On February 7, 2025, the Company entered into Addendum No. 4, which voided the provisions and actions of Addendum No. 3 and restored the minimum royalty schedule established by Addendum No. 2. Addendum No. 4 states that earned royalties for fiscal 2024 met or exceeded the total 2024 minimum royalty requirement of $126,750. Accordingly, the additional $60,000 minimum royalty obligation concluded in fiscal 2024, and no additional minimum royalty is required for fiscal 2025 or fiscal 2026. The inflation-adjusted base minimum royalties for fiscal 2025 and fiscal 2026 are $68,188 and $69,654, respectively. Addendum No. 2 also provided that, if the Company terminated the Patent License Agreement before December 31, 2024, the Company would have been required to pay STS $180,000, reduced by cumulative royalties paid for the years 2019 through 2024 in excess of $334,961. Because the Company did not terminate the agreement before December 31, 2024, this contingent termination-payment provision has expired. The original Patent License Agreement required the Company to issue shares of its common stock having a fair value of $30,000 to STS as an initial license fee. On November 1, 2022, the Company issued 1,155,881 shares of common stock having a fair value of $30,000. The Company recorded royalty expense under the agreement of $125,159 and $91,907 for the years ended December 31, 2024 and 2025, respectively. Accrued royalties under the agreement, included in other liabilities on the Company’s consolidated balance sheets, were $38,606 at June 30, 2026 and $21,678 at December 31, 2025. Consulting and Employment Agreements On August 1, 2021, the Company and Blake Carmichael entered into a three-year employment agreement (the “Blake Carmichael Employment Agreement”) pursuant to which Mr. Carmichael served as Chief Executive Officer of BLU3. In consideration for his services, Blake Carmichael received (i) an annual base salary of $120,000, payable in accordance with the customary payroll practices of the Company, (ii) a cash bonus equal to 5% of the net income of BLU3, payable quarterly, beginning with the first full calendar quarter after the execution of the agreement, and (iii) upon execution of the Carmichael Employment Agreement, a non-qualified five-year stock option to purchase 3,759,400 shares at $0.0399, 33.3% of which shares vest immediately, 33.3% vest on the second anniversary, and 33.3% vest on the third anniversary of the agreement. In addition, Blake Carmichael is entitled to receive a five-year5 stock option to purchase up to 18,000,000 shares of common stock at an exercise price of $0.0399 per share that will vest upon annual financial metrics based upon a revenue measurement, expediency measurement and an EBITDA measurement. A measurement was made for the six months ended June 30, 2026 resulting in no additional expense since the vesting criteria were not met. On September 3, 2021, SSI and Christeen Buban entered into a three-year employment agreement (the “Buban Employment Agreement”) pursuant to which Ms. Buban shall serve as the President of SSI. In consideration for her services, Mrs. Buban shall receive (i) an annual base salary of $110,000, payable in accordance with the customary payroll practices of the Company, (ii) a car allowance and cell phone allowance of $10,800 per year, (iii) a five-year5 option issued under the Plan to purchase 300,000 shares of common stock of the Company at $0.0531 per share, which option vests quarterly over the eight calendar quarters. In addition, Mrs. Buban is entitled to receive a five-year5 stock option to purchase up to 7,110,000 shares of common stock of the Company at an exercise price of $0.0531 per share, which vests upon the attainment of certain defined annual financial metrics, as set forth in the Buban Employment Agreement. A measurement was made for the three months ended March 31, 2026 and no expense was recorded based upon the vesting criteria not being met. On January 17, 2022, the Company entered into an agreement with The Crone Law Group, PC (“CLG”) for the provision of legal services. In consideration therefore, the Company will pay CLG a monthly flat fee of $3,000 for SEC reporting work and its normal hourly rate for other legal work and issued 1,000,000 shares of common stock with a fair market value of $27,500 to CLG. On May 2, 2022, the Company entered into a two-year employment agreement with Steven Gagas (the “Gagas Employment Agreement”) pursuant to which Mr. Gagas shall serve as the General Manager of the dive shop currently operating within LBI. In consideration for his services Mr. Gagas shall receive an annual salary of $50,000. On May 2, 2022, LBI, entered into a lease assignment agreement with Gold Coast Scuba, LLC and Vicnsons Realty Group, LLC whereby LBI is the assignee of a three year lease for the property located at 259 Commercial Blvd., Suites 2 and 3 in Lauderdale-By-The Sea, Florida for $2,816 per month base rent. The lease expired on March 31, 2023 and LBI is currently renting on a month to month basis. LBI has the option to renew the lease for a two year term with an increase of base rent of 3.5%. On September 14, 2022, SSI entered into a sixty-month lease renewal for its facility in Huntington Beach, California commencing on February 1, 2022 with base rent of approximately $17,550 per month for the first 24 months with an annual escalation clause of 3.0% thereafter. Obligations under the lease are guaranteed by the Company. The Company paid an additional security deposit of $10,727 upon entering into the lease. On September 30, 2022, SSI entered into a sublease of its facility in Huntington Beach, California with Camburg Engineering, Inc. (“Tenant”) commencing October 1, 2022, The term of the sublease is through December 31, 2023, with a base monthly rent of $2,247 for the first twelve months with a 3% annual escalation thereafter. The Tenant also pays a monthly common area maintenance of $112. The Tenant provided a security deposit of $2,426 upon entering into the sublease. On December 22, 2022, the U.S. Consumer Products Safety Commission (the “CPSC”) issued a voluntary recall notice for the Nomad tankless dive system, which is distributed by BLU3, Inc. As part of the recall procedure, the CPSC has approved the Company’s proposed remedy for the recall and BLU3 received units back from consumers to repair affected Nomad units. The Company has evaluated the costs of this recall and has deemed it necessary to set an allowance of $160,500 for such costs. During the twelve months ended December 31, 2023 the Company repaired and returned 653 units to customers resulting in a reduction of the allowance of $93,161 for the twelve months ended December 31, 2023. Legal There were no outstanding legal issues as of June 30, 2026.

Commitments and contingencies

6 Months Ended

Jun. 30, 2026

Commitments and Contingencies Disclosure [Abstract]

Note 8. Commitments and contingencies

Royalty Agreement

On April 6, 2018, the Company entered into a Patent License Agreement with Setaysha Technical Solutions, LLC (“STS”). The agreement required the Company to pay earned royalties based on sales of licensed products and established a minimum annual royalty obligation. On June 30, 2020, the Company entered into Addendum No. 2 to the Patent License Agreement. Addendum No. 2 established certain limitations and expectations regarding assistance to be provided by STS in connection with the design and commercialization of certain diving products and revised the minimum royalty provisions as consideration for previously uncompensated development services. Under Addendum No. 2, the Company is required to pay STS a minimum annual royalty that commenced at $60,000, payable in quarterly installments of $15,000, beginning in December 2019 and increasing by 2.15% annually. The minimum annual royalty was temporarily increased by an additional $60,000 for fiscal years 2022, 2023 and 2024. In the fourth quarter of each calendar year, the minimum royalties paid for the year are reconciled against earned royalties, with any overpayment of minimum royalties credited against the fourth-quarter earned royalties otherwise due.

On January 24, 2024, the Company entered into Addendum No. 3, which would have deferred the additional $60,000 minimum royalty applicable to fiscal 2024 until fiscal 2025. On February 7, 2025, the Company entered into Addendum No. 4, which voided the provisions and actions of Addendum No. 3 and restored the minimum royalty schedule established by Addendum No. 2. Addendum No. 4 states that earned royalties for fiscal 2024 met or exceeded the total 2024 minimum royalty requirement of $126,750. Accordingly, the additional $60,000 minimum royalty obligation concluded in fiscal 2024, and no additional minimum royalty is required for fiscal 2025 or fiscal 2026. The inflation-adjusted base minimum royalties for fiscal 2025 and fiscal 2026 are $68,188 and $69,654, respectively.

Addendum No. 2 also provided that, if the Company terminated the Patent License Agreement before December 31, 2024, the Company would have been required to pay STS $180,000, reduced by cumulative royalties paid for the years 2019 through 2024 in excess of $334,961. Because the Company did not terminate the agreement before December 31, 2024, this contingent termination-payment provision has expired.

The original Patent License Agreement required the Company to issue shares of its common stock having a fair value of $30,000 to STS as an initial license fee. On November 1, 2022, the Company issued 1,155,881 shares of common stock having a fair value of $30,000. The Company recorded royalty expense under the agreement of $125,159 and $91,907 for the years ended December 31, 2024 and 2025, respectively. Accrued royalties under the agreement, included in other liabilities on the Company’s consolidated balance sheets, were $38,606 at June 30, 2026 and $21,678 at December 31, 2025.

Consulting and Employment Agreements

On August 1, 2021, the Company and Blake Carmichael entered into a three-year employment agreement (the “Blake Carmichael Employment Agreement”) pursuant to which Mr. Carmichael served as Chief Executive Officer of BLU3. In consideration for his services, Blake Carmichael received (i) an annual base salary of $120,000, payable in accordance with the customary payroll practices of the Company, (ii) a cash bonus equal to 5% of the net income of BLU3, payable quarterly, beginning with the first full calendar quarter after the execution of the agreement, and (iii) upon execution of the Carmichael Employment Agreement, a non-qualified five-year stock option to purchase 3,759,400 shares at $0.0399, 33.3% of which shares vest immediately, 33.3% vest on the second anniversary, and 33.3% vest on the third anniversary of the agreement. In addition, Blake Carmichael is entitled to receive a five-year5 stock option to purchase up to 18,000,000 shares of common stock at an exercise price of $0.0399 per share that will vest upon annual financial metrics based upon a revenue measurement, expediency measurement and an EBITDA measurement. A measurement was made for the six months ended June 30, 2026 resulting in no additional expense since the vesting criteria were not met.

On September 3, 2021, SSI and Christeen Buban entered into a three-year employment agreement (the “Buban Employment Agreement”) pursuant to which Ms. Buban shall serve as the President of SSI. In consideration for her services, Mrs. Buban shall receive (i) an annual base salary of $110,000, payable in accordance with the customary payroll practices of the Company, (ii) a car allowance and cell phone allowance of $10,800 per year, (iii) a five-year5 option issued under the Plan to purchase 300,000 shares of common stock of the Company at $0.0531 per share, which option vests quarterly over the eight calendar quarters.

In addition, Mrs. Buban is entitled to receive a five-year5 stock option to purchase up to 7,110,000 shares of common stock of the Company at an exercise price of $0.0531 per share, which vests upon the attainment of certain defined annual financial metrics, as set forth in the Buban Employment Agreement. A measurement was made for the three months ended March 31, 2026 and no expense was recorded based upon the vesting criteria not being met.

On January 17, 2022, the Company entered into an agreement with The Crone Law Group, PC (“CLG”) for the provision of legal services. In consideration therefore, the Company will pay CLG a monthly flat fee of $3,000 for SEC reporting work and its normal hourly rate for other legal work and issued 1,000,000 shares of common stock with a fair market value of $27,500 to CLG.

On May 2, 2022, the Company entered into a two-year employment agreement with Steven Gagas (the “Gagas Employment Agreement”) pursuant to which Mr. Gagas shall serve as the General Manager of the dive shop currently operating within LBI. In consideration for his services Mr. Gagas shall receive an annual salary of $50,000.

On May 2, 2022, LBI, entered into a lease assignment agreement with Gold Coast Scuba, LLC and Vicnsons Realty Group, LLC whereby LBI is the assignee of a three year lease for the property located at 259 Commercial Blvd., Suites 2 and 3 in Lauderdale-By-The Sea, Florida for $2,816 per month base rent. The lease expired on March 31, 2023 and LBI is currently renting on a month to month basis. LBI has the option to renew the lease for a two year term with an increase of base rent of 3.5%.

On September 14, 2022, SSI entered into a sixty-month lease renewal for its facility in Huntington Beach, California commencing on February 1, 2022 with base rent of approximately $17,550 per month for the first 24 months with an annual escalation clause of 3.0% thereafter. Obligations under the lease are guaranteed by the Company. The Company paid an additional security deposit of $10,727 upon entering into the lease.

On September 30, 2022, SSI entered into a sublease of its facility in Huntington Beach, California with Camburg Engineering, Inc. (“Tenant”) commencing October 1, 2022, The term of the sublease is through December 31, 2023, with a base monthly rent of $2,247 for the first twelve months with a 3% annual escalation thereafter. The Tenant also pays a monthly common area maintenance of $112. The Tenant provided a security deposit of $2,426 upon entering into the sublease.

On December 22, 2022, the U.S. Consumer Products Safety Commission (the “CPSC”) issued a voluntary recall notice for the Nomad tankless dive system, which is distributed by BLU3, Inc. As part of the recall procedure, the CPSC has approved the Company’s proposed remedy for the recall and BLU3 received units back from consumers to repair affected Nomad units. The Company has evaluated the costs of this recall and has deemed it necessary to set an allowance of $160,500 for such costs. During the twelve months ended December 31, 2023 the Company repaired and returned 653 units to customers resulting in a reduction of the allowance of $93,161 for the twelve months ended December 31, 2023.

Legal

There were no outstanding legal issues as of June 30, 2026.