v3.26.3
CONVERTIBLE NOTE PAYABLE – RELATED PARTY
9 Months Ended
Sep. 30, 2026
Debt Disclosure [Abstract]  
CONVERTIBLE NOTE PAYABLE – RELATED PARTY

NOTE 6. CONVERTIBLE NOTE PAYABLE – RELATED PARTY

 

On July 28, 2026, the Company issued a $1,000,000 Convertible Promissory Note (the “Investments AKA Convertible Note”) for cash to Investments AKA, LLC, an entity controlled by Andre K. Agassi, the Company’s largest beneficial stockholder (“Investments AKA”)(see Note 8). The note bears interest at 3.96% per annum (10% following an event of default), compounded semi-annually, may be prepaid at any time without penalty, and, together with accrued interest, is due on July 27, 2027. The note automatically converts into the securities sold in the Company’s next equity financing of at least $3,000,000, at the price paid by the investors in that financing.

 

The note does not contain features requiring bifurcation and is accounted for as a single liability at amortized cost (see Note 2). The Company recognized interest expense of $6,600 on the note for the three and nine months ended September 30, 2026. As of September 30, 2026, principal of $1,000,000 and accrued interest of $6,600 were outstanding. On October 16, 2026, the note was converted and Investments AKA forgave all accrued interest (see Note 10). Because Investments AKA is a related party, the Company will record the forgiveness of accrued interest as a capital contribution to additional paid-in capital.