NOTES PAYABLE |
9 Months Ended |
|---|---|
Sep. 30, 2026 | |
| Debt Disclosure [Abstract] | |
| NOTES PAYABLE | NOTE 7. NOTES PAYABLE
CARES Act – Paycheck Protection Program (PPP Note)
On May 1, 2020, the Company received proceeds of $50,632 from a promissory note (the “PPP Note”) issued under the Paycheck Protection Program of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Note bears interest at a rate of 1.00% per annum. The PPP Note was not forgiven, and the Company commenced repayment of the PPP Note in August 2022. The PPP Note was repaid in full during the fiscal year ended December 31, 2025. As of September 30, 2026, and December 31, 2025, the outstanding balance of the PPP Note was $0 and $0, respectively.
SBA Loan
On May 22, 2020, the Company received proceeds of $144,900 under the U.S. Small Business Administration’s Economic Injury Disaster Loan (“EIDL”) program. The loan bears interest at a rate of 3.75% per annum on funds advanced. Installment payments of $707 per month, consisting of both principal and interest, are required, with the remaining principal and interest balance payable thirty (30) years from the date of the promissory note. As of September 30, 2026, and December 31, 2025, the non-current balance outstanding under the SBA loan was $99,299 and $105,678, respectively.
Business Acquisition Loan
As of September 30, 2026, and December 31, 2025, the Company had outstanding seller financing obligations incurred in connection with prior business acquisitions in the aggregate amount of $350,000 and $2,350,000, respectively, presented as Business acquisition loan on the consolidated balance sheets.
The December 31, 2025, balance of $2,350,000 was comprised of:
(i) $350,000 representing the unpaid portion of the purchase consideration owed to the former shareholders of Alchemy Markets Ltd. (“AML”) in connection with the Company’s June 2023 acquisition of AML, which amount is currently the subject of litigation as described below; and
(ii) $2,000,000 representing seller financing provided by Sync Capital Limited, a Seychelles entity controlled and owned by Mr. Gope S. Kundnani, a Director and majority shareholder of the Company, in connection with the Company’s acquisition of Alchemy International Ltd. (“AIL”), which was settled during the three months ended September 30, 2026, as described below. The September 30, 2026, balance of $350,000 consists solely of the AML amount described in (i).
The $2,000,000 obligation to Sync Capital Limited was non-interest-bearing and, as extended, matured on September 30, 2026. During the three months ended September 30, 2026, the obligation was released in full by Sync Capital Limited, without any payment of cash, and the $2,000,000 released was applied in payment of the stock subscription receivable due from Mr. Kundnani under the Settlement Agreement described in Note 9. The Company did not impute interest on this obligation, as the lender was a controlling shareholder of the Company, and any imputed interest, if material, would have been recognized as a deemed capital contribution from the controlling shareholder with no net effect on stockholders’ equity. No cash payments were made under this obligation during the three and nine months ended September 30, 2026, or 2025.
As of September 30, 2026, the Company has accrued the $350,000 withheld final payment within Business acquisition loan on the consolidated balance sheets. Management, after consultation with legal counsel, is unable to predict the ultimate outcome of the AML Litigation or to estimate the range of possible additional loss, if any, beyond the amount currently accrued. Accordingly, no additional accrual has been recorded as of September 30, 2026. An adverse outcome in the AML Litigation could result in the Company being required to pay additional amounts to the Claimants, which could have a material adverse effect on the Company’s results of operations and financial condition in the period of resolution.
The settlement of the $2,000,000 obligation to Sync Capital Limited is also disclosed as a related party transaction in Note 5.
Vanquish Funding Group Promissory Notes
On August 20, 2026, the Company entered into a Securities Purchase Agreement with Vanquish Funding Group Inc. (“Vanquish”) and issued a promissory note in the aggregate principal amount of $329,940, which includes $47,940 of original issue discount, for a purchase price of $282,000 (“Vanquish Note #1”). On September 15, 2026, the Company entered into a second Securities Purchase Agreement with Vanquish and issued a promissory note in the aggregate principal amount of $242,190, which includes original issue discount and fees, for a purchase price of $193,000 (“Vanquish Note #2” and, together with Vanquish Note #1, the “Vanquish Notes”). The Company received aggregate net proceeds of $475,000 from the Vanquish Notes, which are being used for general working capital purposes.
A one-time interest charge of 12% of principal ($39,592 on Vanquish Note #1 and $29,063 on Vanquish Note #2) was applied at issuance and is included in accrued interest on the consolidated balance sheet. Principal and interest on Vanquish Note #1 are payable in five installments — $184,766 on February 28, 2027, and $46,191.50 on each of March 30, 2027, April 30, 2027, May 30, 2027, and June 30, 2027 — for a total payback of $369,532, and Vanquish Note #2 is payable on substantially similar installment terms. The Vanquish Notes mature on June 30, 2027, and may be prepaid in full at any time without penalty. Amounts not paid when due bear interest at 22% per annum, and a missed payment (subject to a five-day grace period) constitutes an event of default.
The Vanquish Notes are not convertible absent an event of default. Events of default include, among others, failure to pay, failure to comply with the Company’s reporting obligations under the Exchange Act, failure to maintain the quotation or listing of the Common Stock, failure to maintain the required share reserve with the Company’s transfer agent, and specified insolvency, liquidation and cross-default events. Upon an event of default, the outstanding balance becomes immediately due in an amount equal to 150% of the then-outstanding principal, accrued interest and default interest (increasing to 200% if the Company fails to honor a conversion), and, at any time beginning 180 days after the issue date, the holder may convert the outstanding balance into shares of Common Stock at a conversion price equal to 65% of the lowest trading price during the ten trading days preceding the conversion date, subject to a 4.99% beneficial ownership limitation. The Company is required to reserve four times the number of shares issuable upon full conversion of the notes and has instructed its transfer agent to reserve shares for this purpose. The Vanquish Notes are governed by the laws of the Commonwealth of Virginia.
The original issue discount and one-time interest charge, totaling $165,785, were recorded as a debt discount and are being amortized to interest expense using the effective interest method over the term of the Vanquish Notes. During the three and nine months ended September 30, 2026, the Company recognized $19,200 of debt discount amortization within other interest income (expense). As of September 30, 2026, the Vanquish Notes are presented on the consolidated balance sheet as promissory notes, net of unamortized discount of $146,585, in the amount of $425,545. Because the conversion feature is contingent upon an event of default that was not probable as of September 30, 2026, no separate accounting for the contingent conversion feature was required.
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