Subsequent Events |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Subsequent Events [Abstract] | |
| Subsequent Events |
Note 16 - Subsequent Events
On July 1, 2026, the Company entered into several six-months promissory notes (the “Notes”) with multiple individual investors (the “Lenders”) with an aggregate principal amount of $60,000. The Notes carry an original issue discount of $15,000. In the event that the Company’s CEO or any director, officer, or member of management of the Company participates in any conversion of bona fide indebtedness owed by the Company into equity securities of the Company, whether pursuant to a debt-to-equity exchange, recapitalization, restructuring, or similar transaction, the Lenders shall have the option, exercisable in the Lender’s sole discretion, to convert any or all outstanding amounts owed under this Note into the same class of securities, on the same economic terms, conversion price(s), and material conditions as those provided to the Company’s CEO or such participating director, officer, or member of management.
On July 8, 2026 (the “Issue Date”), the Company entered into a securities purchase agreement (the “July Labrys SPA”) with Labrys, pursuant to which the Company issued a 10% promissory note (the “July Labrys Note”) with a maturity date of July 8, 2027, in the principal sum of $193,800. The Company received net cash proceeds of $120,000, which is net of original issue discount of $32,300, issuance costs of $11,500, and $30,000 distribution from the flow of funds to partially pay off the March Labrys Note. The July Labrys Note is convertible into the Company’s common stock (subject to the beneficial ownership limitations of 4.99% in the July Labrys Note) after 180 days after the Issue Date at a conversion price at 80% of the lowest traded price over the ten prior trading days immediately preceding the respective conversion date.
On July 24, 2026 (the “Issue Date”), the Company entered into another securities purchase agreement (the “Second July Labrys SPA”) with Labrys, pursuant to which the Company issued a 10% promissory note (the “Second July Labrys Note”) with a maturity date of July 24, 2027, in the principal sum of $180,000. The Company received net cash proceeds of $50,000, which is net of original issue discount of $30,000, issuance costs of $15,500, and $28,000 distributions from the flow of funds to partially pay off the January Labrys Note and $56,000 distributions from the flow of funds to pay the remaining balance of the March Labrys Note. The Second July Labrys Note is convertible into the Company’s common stock (subject to the beneficial ownership limitations of 4.99% in the Second July Labrys Note) after 180 days after the Issue Date at a conversion price at 80% of the lowest traded price over the ten prior trading days immediately preceding the respective conversion date.
On July 14, 2026, the Company entered into a securities purchase agreement (the “July Debtfund Agreement”) with Debtfund providing for the issuance of a 10% convertible promissory note (the “July Debtfund Note”) in the principal amount of $120,000. The July Debtfund Note permits Debtfund to convert outstanding principal and accrued interest into shares of common stock at a conversion price that is 75% of the trailing five-day volume weighted average price (“VWAP”) immediately preceding the respective conversion date. The Company received cash proceeds of $100,000, which is net of original issue discount of $20,000. The July Debtfund Note has a maturity date on July 14, 2027. Total payments of $132,000 will be made in four monthly installment payments, which won’t be started until January 14, 2027 in accordance with the payment schedule pursuant to the note agreement. In consideration for entering into the July Debtfund Agreement, the Company also issued shares of common stock to the Investor in connection with the July Debtfund Note.
On July 21, 2026, the Company issued a 12% Convertible Redeemable Note (the “Silvercrest Note”) in the principal amount of $56,000 to Silvercrest Hybrid Capital LLC (the “Silvercrest”). The Silvercrest Note matures on July 21, 2027, and bears interest at 12% per annum, commencing on the issuance date. The Silvercrest Note contains an original issue discount of $5,600, resulting in net proceeds of $50,400 to the Company. The Silvercrest Note is convertible, at the holder’s option, into shares of the Company’s common stock at a conversion price equal to 60% of the lowest trading price of the common stock for the twenty trading days prior to the date of conversion.
On July 31, 2026, the Company entered into a Loan Agreement (the “Agreement”) with J.J. Astor & Co. (“JJ Astor”) for a secured convertible loan in the principal amount of $2.1 million (the “Secured Convertible Note”) with a maturity date of July 31, 2027. The Company received cash proceeds of $1.0 million, which is net of an original issue discount of $60,000, issuance cost of $120,000 and $300,000 retained by JJ Astor for the first 15 weekly installments of $20,000 each payable under the Agreement. The Company is required to make 37 weekly installment payments of $48,243 each commencing on August 7, 2026.
Between July 1, 2026 and August 17, 2026, certain investors converted approximately $65,000 of the outstanding convertible notes into shares of the Company’s common stock. |