| Notes Payable |
Note 10 - Notes Payable The following table presents notes payable as of June 30, 2026 and December 31, 2025: | | | June 30,
2026 | | | December 31,
2025 | | | On July 27, 2018, the Company entered into a Bridge Loan Agreement and Promissory Note, with an interest rate of 0.50% per month for the first six months and 0.75% per month through the Maturity Date of July 27, 2019. On April 27, 2026, BioStem Technologies, Inc. entered into a Settlement Agreement and Release to resolve all disputes arising from loan agreements in default. | | $ | - | | | $ | 1,000,000 | | | On October 5, 2018, the Company entered into a Bridge Loan Agreement and Promissory Note, with an interest rate of 0.50%, per month for the first six months and 0.75% per month through the Maturity Date of October 5, 2019. On April 27, 2026, BioStem Technologies, Inc. entered into a Settlement Agreement and Release to resolve all disputes arising from loan agreements in default. | | | - | | | | 2,000,000 | | | On April 23, 2026, the Company entered into a Bridge Loan Agreement and Promissory Note, with an interest rate of 0.50% per month for the first six months and 0.75% per month through the Maturity Date of April 23, 2027. | | | 1,000,000 | | | | - | | | Total notes payable | | | 1,000,000 | | | | 3,000,000 | | | Less: current portion of notes payable | | | (1,000,000 | ) | | | (3,000,000 | ) | | Notes payable-long-term | | $ | - | | | $ | - | | In August 2019, the Company received notice from GMA Bridge Fund, LLC and GMA Bridge Holdings, LLC (collectively “GMA”) that the Company is in default for the loan that matured on July 27, 2019, for non-payment and gave the Company notice that the note which matured on October 5, 2019, was also in default. On April 27, 2026, the Company entered into a settlement and release agreement (the “Agreement”) with GMA to resolve all disputes arising from the loan agreements in default. Under the terms of the Agreement, the Company extinguished its total outstanding obligation of $5,315,250, comprised of $3,000,000 in original principal and $2,315,250 in accrued interest through a cash payment of $3,500,000 and the issuance of a new $1,000,000 secured promissory note with a maturity date of April 23, 2027, resulting in an $815,250 gain on extinguishment of debt, which was recognized as other income during the three months ended June 30, 2026. The new $1,000,000 promissory note is secured by a mortgage on the Company’s property located at 2836 Center Port Circle in Pompano Beach, FL.
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Note 6 - Notes Payable The following table presents notes payable as of December 31, 2025 and 2024: | | | December 31,
2025 | | | December 31,
2024 | | | On July 27, 2018, the Company entered into a Bridge Loan Agreement and Promissory Note, with an interest rate of 0.50% per month for the first six months and 0.75% per month through the Maturity Date of July 27, 2019. This agreement has not been repaid on the maturity date and is currently in default (1). | | $ | 1,000,000 | | | $ | 1,000,000 | | | On October 5, 2018, the Company entered into a Bridge Loan Agreement and Promissory Note, with an interest rate of 0.50%, per month for the first six months and 0.75% per month through the Maturity Date of October 5, 2019. This agreement has not been repaid on the maturity date and is currently in default (1). | | | 2,000,000 | | | | 2,000,000 | | | On April 29, 2022, the Company entered an $850,000 mortgage note at 8.25% per annum. Beginning June 1, 2022, the Company was required to make monthly interest only payments of $6,021 with a balloon payment of $850,000 due May 1, 2025, the date of maturity. The loan was secured by the corporate headquarters building. | | | - | | | | 850,000 | | | On May 18, 2020, the Company obtained a $150,000 Economic Injury Disaster Loan. Installment payments, including principal and interest, of $731 monthly, began 30 months from the promissory note or November 18, 2022 and matures five years from this date. Interest will accrue at an annual rate of 3.75%. | | | - | | | | 150,000 | | | On June 1, 2023, the Company issued a promissory note in the amount of $750,000 with an interest rate of 12.0% per annum. Between July 1, 2023 and the maturity date of May 25, 2025, the Company was required to make minimum monthly payments of principal and interest of $35,305 monthly. The note was an unsecured obligation. | | | - | | | | 171,352 | | | Total notes payable | | | 3,000,000 | | | | 4,171,350 | | | Less: unamortized discounts | | | - | | | | (63,607 | ) | | Total notes payable | | | 3,000,000 | | | | 4,107,744 | | | Less: current portion of notes payable, net of discount | | | (3,000,000 | ) | | | (3,957,744 | ) | | Notes payable-long-term | | $ | - | | | $ | 150,000 | | | (1) | In August 2019, the Company received notice from GMA Bridge Fund, LLC that the Company is in default for the loan that matured on July 27, 2019, for non-payment and gave the Company notice that the note which matured on October 5, 2019, was also in default. The Company continues to accrue interest on these loans and is in discussion with the lender to renegotiate the terms of these notes. |
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