v3.26.3
CONVERTIBLE PROMISSORY NOTE PAYABLE
3 Months Ended
Jun. 30, 2026
Convertible Promissory Note Payable  
CONVERTIBLE PROMISSORY NOTE PAYABLE

10.       CONVERTIBLE PROMISSORY NOTE PAYABLE

 

In September 16, 2024, the Company issued one (1) convertible promissory note of $200,000 aggregate principal amount, due in two years (the “Note”), payable at maturity date of September 16, 2026. Subsequent to the reporting date, the Company is in active negotiations with this note holder to settle the outstanding balance and the associated unpaid interest of approximately $242,000, as of the date of these financial statements.

 

The details of the Note are as follows:

 

Unless the Note is converted, the principal amounts of the Note, and accrued interest at the rate of 10% per annum, are payable of the issuance of the Note (the “Maturity Date”).

 

The Note holder has the right to convert any or all of the principal and accrued interest on the Note into shares of common stock of the Company on the earlier of (i) 60 calendar days before the Maturity Date of the Note or (ii) the Company’s issuance or sale of any equity securities on or before the Maturity Date, in one or a series of related bona fide transactions with any third party, yielding gross proceeds to the Company excess $1,000,000 or (iii) when the Company disposed more than 50% of the voting power of the Company, or immediate after the merge with an entity, in which the Company own less than 50% of equity after the merger. The conversion price shall be 80% of the per share of the fair market value of the Company’s common stock.

 

The Company has the right to prepay all or any part of the Note without penalty upon five days prior written notice to the Note holder. The Note holder shall have five days after receipt of the written notice, to elect to convert all or part of the Note, at a conversion price to be determined mutually between the Company and Note holder.

 

Interest expense of the Note for the three months ended June 30, 2026 and 2025 were $20,050 and $14,549, respectively.

 

The conversion derivative, associated with this promissory note was accounted for as a liability in accordance with ASC 815-40. The conversion derivative liability was measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of conversion derivative liability in the condensed consolidated statements of operations. The convertible promissory note is made up of the fair value of the embedded conversion option with a fair value, as of June 30, 2026 and March 31, 2026 of $183,138 and $168,088, respectively.