v3.26.3
Notes Payable
6 Months Ended
Jun. 30, 2026
Notes Payable [Abstract]  
Notes Payable

Note 6 – Notes Payable

 

On May 29, 2026 the Company entered into a note payable agreement totaling $40,000. The Note bears interest at a stated rate of 20%, with principal and interest due and payable in full upon the earlier of (i) the closing of a qualified financing or (ii) twelve months from the date of issuance, or May 29, 2027. The Note is unsecured and contains no financial covenants. The Note is not transferable without the Company’s prior written consent. In connection with the issuance of this note, the Company granted the holder 750,000 shares of the Company’s common stock issuable upon the Company’s receipt of the principal amount. Because the Company did not have sufficient legally authorized shares to issue the restricted common stock upon receipt of the principal amount, the Company recorded a liability for this obligation; as of June 30, 2026, the current other liability is valued at approximately $1,000.

 

On May 28, 2026, the Company entered into an eighteen-month note payable agreement totaling $21,000, with an annual interest rate of 20.65%. Per the agreement, the Company will make weekly payments of approximately $427 through the note’s maturity date. As of June 30, 2026, the balance of this note was approximately $20,000.

 

During 2025, the Company entered into several note payable agreements totaling $125,000. The principal and interest (at 6% per annum) was due and payable in June 2026. Each holder of a note payable also received shares of common stock equal to the principal amount of the note payable divided by $0.25 upon issuance of the respective note payable. During the year ended December 31, 2025, there were 500,000 shares of common stock issued with the notes payable at a value of approximately $32,000. The value of the common stock issued was recorded as a debt discount on the notes payable and is amortized to interest expense over the term of the notes payable on a straight-line basis, which is not materially different from the effective interest method. The common shares issued contain certain time restrictions on when they can be sold by the recipient. Approximately $6,000 and $2,000 and was amortized to interest expense during the three months ended June 30, 2026 and 2025, respectively, and approximately $14,000 and $2,000 and was amortized to interest expense during the six months ended June 30, 2026 and 2025, respectively.

 

As of June 30, 2026 and December 31, 2025, the notes payable, net balances of approximately $193,000 and $115,000, respectively, included approximately $8,000 and $4,000, respectively, of accrued interest. For the three months ended June 30, 2026 and 2025, the Company had approximately $9,000 and $2,000 of interest expense, respectively, including amortization of the debt discount. For the six months ended June 30, 2026 and 2025, the Company had approximately $19,000 and $2,000 of interest expense, respectively, including amortization of the debt discount.