RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2024

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

(3) RELATED PARTY TRANSACTIONS

The Company previously had loans and notes outstanding from a shareholder in the aggregate amount of $780,631, which bore interest at 6% per annum and represented amounts loaned to the Company to pay the Company’s operating expenses. On December 31, 2020, the payee under the Note and the Company agreed to extend the maturity date of the Note to December 31, 2021. On March 22, 2022, all amounts owed thereunder were contributed by the shareholder to the capital of the Company for no additional consideration.

Pursuant to a Services Agreement with Fountainhead Capital Management Limited (“FHM”), a former shareholder, the Company was obligated to pay FHM a quarterly fee in the amount of $10,000, in cash or in kind, on the first day of each calendar quarter commencing October 1, 2007. The Services Agreement was terminated by mutual agreement between FHM and the Company effective June 30, 2021. Total fees accrued to note payable – related party for the three-month period ended June 30, 2024 were $0.

In May 2022, the Company issued promissory notes to four lenders, including two affiliated with the Company’s officers, in an aggregate amount of $50,000. The notes had a maturity date of June 30, 2023 and bear interest at the rate of 5.0% per annum, payable at maturity. The principal and accrued interest on the notes is convertible, at the election of the lenders, into shares of the Company’s common stock following the consummation of a “Qualified Financing” (as defined in the notes), or upon the consummation of a “Fundamental Transaction” (as defined in the notes) at the “Conversion Price” of the share price attributable to the Company’s Common Stock in a Qualified Financing, or if no Qualified Financing shall have been consummated, the per price share in the Fundamental Transaction as determined in good faith by the Board of Directors of the Company (as defined in the notes). The proceeds of the notes will be utilized by the Company to fund working capital needs. Effective June 30, 2023, the maturity date on the promissory notes has been extended to June 30, 2024.

In May 2023, the Company issued promissory notes to four lenders, including two affiliated with the Company’s officers, in an aggregate amount of $15,000. The notes have a maturity date of June 30, 2024 and bear interest at the rate of 5.0% per annum, payable at maturity. The proceeds of the notes will be utilized by the Company to fund working capital needs.

In November 2023, the Company issued promissory notes to three lenders, including two affiliated with the Company’s officers, in an aggregate amount of $8,000. The notes have a maturity date of June 30, 2024 and bear interest at the rate of 5.0% per annum, payable at maturity. The proceeds of the notes will be utilized by the Company to fund working capital needs.

On April 25, 2024, the Company issued convertible promissory notes (the “April 2024 Notes”) in the principal amount of $30,500 to Ironbound Partners Fund, LLC, Moyo Partners, LLC and Dakota Group, LLC. The April 2024 Notes have a maturity date of December 31, 2024 and bear interest at the rate of 5.0% per annum, payable at maturity. The principal and accrued interest on the April 2024 Notes are convertible, at the election of the holders, into shares of the Company’s common stock following the consummation of a “Qualified Financing” (as defined in the April 2024 Notes), or upon the consummation of a “Fundamental Transaction” (as defined in the April 2024 Notes) at the “Conversion Price” (as defined in the April 2024 Notes). The proceeds of the April 2024 Notes have been and will be utilized by the Company to fund working capital needs.