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SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 12. SUBSEQUENT EVENTS

 

In accordance with ASC 855-10-50, the company lists events that are deemed to have a determinable significant effect on the balance sheet at the time of occurrence or on future operations, and without disclosure of it, the financial statements would be misleading.

 

Convertible Note Restructuring – RB Capital Partners, Inc.

 

As of June 30, 2026, the Company had outstanding two convertible promissory notes payable to RB Capital Partners, Inc. (the “Holder”): a Convertible Promissory Note dated August 3, 2022 in the original principal amount of $1,100,000 (the “First Note”), and a Convertible Promissory Note dated March 17, 2023 in the original principal amount of $200,000 (the “Second Note” and, together with the First Note, the “Notes”). Each of the Notes bore interest at 7% per annum, had an original term of 24 months, and permitted voluntary conversion of principal into shares of the Company’s common stock at a conversion price of $1.00 per share, subject to a beneficial ownership limitation and the other terms of the Notes. Both Notes had matured, and the aggregate amount outstanding under the Notes as of June 30, 2026 was $1,587,439.64.

 

On July 10, 2026, subsequent to the balance sheet date, the Company entered into a Promissory Note & Loan Modification and Forbearance Agreement (the “Forbearance Agreement”) with the Holder. Under the Forbearance Agreement, the Company is required to pay the Holder an aggregate amount of $1,675,000 (the “Payment Amount”), which includes all accrued interest on the outstanding obligations under the Notes through the end of the term of the installment schedule. The Payment Amount is payable in 19 monthly installments commencing July 30, 2026 and ending January 15, 2028, consisting of four payments of $25,000, three payments of $50,000, three payments of $75,000, four payments of $100,000, three payments of $150,000, and two payments of $175,000. No additional interest accrues on the Payment Amount so long as no default has occurred and is continuing. If the Company timely pays in full each of the first 18 installments and no default is continuing, the Holder will apply a $30,000 timely payment discount, reducing the final installment due January 15, 2028 from $175,000 to $145,000. The Company may prepay all or any portion of the Payment Amount at any time without premium or penalty.

 

The Holder agreed to forbear from exercising its rights and remedies under the Notes through the earliest of March 1, 2028, an uncured default under the Forbearance Agreement, or a written termination agreed by the parties, and the term of the Notes was extended to March 1, 2028. The Forbearance Agreement provides for a 10 business day grace period following each installment date and an additional 10 calendar day cure period following written notice of default before the Holder may exercise remedies. Upon an uncured default, the unpaid portion of the Payment Amount becomes immediately due and payable and bears interest at 5% per annum, and the Holder must elect to pursue remedies under either the Forbearance Agreement or the Notes, but not both. The Forbearance Agreement contains mutual releases of claims relating to the Notes, with the Company’s release effective as of July 10, 2026 and the Holder’s release effective upon payment of the Payment Amount in full. Upon payment in full of the Payment Amount, less any applicable timely payment discount, all obligations of the Company under the Notes and the Forbearance Agreement will be deemed fully satisfied, discharged, and extinguished. The Forbearance Agreement does not constitute a novation or accord and satisfaction of the indebtedness under the Notes and is governed by the laws of the State of California.

 

The Holder’s conversion right under the Notes was expressly reserved. The Holder may convert principal into shares of the Company’s common stock at $1.00 per share at any time in accordance with the terms of the Notes, including the applicable beneficial ownership limitation, in which case the principal so converted will reduce the Payment Amount on a dollar-for-dollar basis and the remaining scheduled installments will be reduced in reverse chronological order. Any shares issued on conversion would be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D thereunder, and could be dilutive to existing stockholders.

 

The Company reported its entry into the Forbearance Agreement in a Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2026. The Forbearance Agreement constitutes a non-recognized subsequent event, and accordingly no adjustment has been made to the accompanying financial statements as of June 30, 2026. The Company is evaluating the accounting treatment of the modification under ASC 470-50 and, as applicable, ASC 470-60, which will be reflected in its financial statements for a subsequent period.

 

On July 16, 2026, Al Shola Gas, a 51%-owned subsidiary of the Company, entered into a RAKfinance Loan Application and Agreement (Agreement No. 20757553) with The National Bank of Ras Al Khaimah (P.S.C.) (“RAKBANK”) and received a loan in the principal amount of AED 1,540,500 (approximately $419,469) for business expansion. The loan has a 36-month tenor and bears interest at RAKBANK’s SME Prime Rate plus 5.00% per annum, calculated on a daily reducing balance basis. The SME Prime Rate is a variable rate determined by RAKBANK from time to time in its sole discretion. The approved repayment schedule dated July 22, 2026 reflects an effective interest rate of approximately 20.50% per annum. The loan agreement states a repayable balance of AED 2,083,428 (approximately $567,269), calculated as 36 equal monthly installments of AED 57,873 (approximately $15,758), with the first installment due on August 15, 2026. Under the approved repayment schedule, which reflects the daily reducing balance methodology, the aggregate of the 36 scheduled installments (including a reduced final installment) is AED 2,076,988.60 (approximately $565,513). Al Shola Gas paid processing fees of AED 42,525 (approximately $11,579) in connection with the loan. The loan agreement requires Al Shola Gas to obtain and maintain a credit life insurance policy (the “Loan Shield Insurance Policy”) in an amount equal to the loan amount, assigned in favor of RAKBANK as additional collateral security. The Loan Shield Insurance Policy premiums payable over the term of the loan are projected to total AED 5,139.26 (approximately $1,399). The loan is also supported by an undated security cheque, security over bank accounts, personal guarantees, and restrictive covenants, including account-routing requirements, a nine-month restriction on additional bank borrowings, and RAKBANK consent rights over certain ownership or control changes.