v3.26.3
Convertible Notes Payable (Tables)
9 Months Ended
Sep. 30, 2026
Convertible Notes Payable [Abstract]  
Schedule of Convertible Notes

During the nine months ended September 30, 2026, the Company issued convertible promissory notes (collectively, the “Convertible Notes”) to Keystone Capital Partners, LLC (“Keystone”) and SRX as follows:

 

Note   Original Holder   Issue Date   Purchase Price     Principal   Maturity
February 2026 Note   Keystone   February 9, 2026   $ 750,000     $ 937,500   July 9, 2027
March 2026 Note   Keystone   March 6, 2026     750,000       937,500   August 6, 2027
April 2026 Note   Keystone   April 8, 2026     350,000       437,500   April 8, 2027
Second April Note   Keystone   April 27, 2026     400,000       500,000   April 27, 2027
May 2026 Note   SRX   May 28, 2026     750,000       937,500   May 28, 2027
June 2026 advance   SRX   June 23, 2026     663,600       829,500   May 28, 2027
July 2026 advance   SRX   July 14, 2026     671,600       839,500   May 28, 2027
August 2026 advance   SRX   August 11, 2026     150,000       187,500   May 28, 2027
Total           $ 4,485,200     $ 5,606,500    
Schedule of Fair Value of the Derivative Liabilities

The derivative liabilities were remeasured to fair value at each reporting date and on August 27, 2026, with changes recognized in earnings. Fair value was estimated using a binomial valuation model, a Level 3 measurement, with the following assumptions:

 

    Nine months ended
September 30,
2026
 
Expected dividend rate     –  
Expected term (years)     0.8 to 1.4  
Volatility     271.4% to 293.8 % 
Risk-free interest rate     3.48% to 4.04 % 
Schedule of Activity in the Derivative Liabilities

Activity in the derivative liabilities for the nine months ended September 30, 2026 was as follows:

 

    Amount  
Balance, December 31, 2025   $ –  
Initial fair value of conversion features allocated to debt discount     4,485,200  
Initial fair value of conversion features allocated to initial derivative expense     3,623,224  
Gain on revaluation of derivative liabilities     (227,340 )
Derecognized upon extinguishment of debt included in gain on debt extinguishment     (7,881,084 )
Balance, September 30, 2026   $ –  
Schedule of Gain Recognized On Gain of Extinguishment Debt The Company recognized a gain on extinguishment of debt as follows:

 

    Amount  
Principal of Previous Notes   $ 5,606,500  
Less: unamortized debt discount     (4,079,671 )
Accrued interest     59,609  
Fair value of embedded conversion feature derivatives     7,881,084  
Net carrying amount of extinguished debt     9,467,522  
Less: fair value of Consolidated Note (reacquisition price)     (5,666,109 )
Gain on extinguishment of debt   $ 3,801,413