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PROMISSORY NOTE, NET
6 Months Ended
Jun. 30, 2026
Promissory Note Net  
PROMISSORY NOTE, NET

NOTE 5 – PROMISSORY NOTE, NET

 

On May 20, 2026, the Company entered into a Securities Purchase Agreement with Vanquish Funding Group, Inc. (“Holder”) relating to the issuance and sale of a promissory note (the “Note”) with an original principal amount of $146,050 less original issue discount of $19,050 and transaction costs of $7,000 with a one-time interest charge of 12% ($17,526) applied on the issuance date, and maturing March 30, 2027, for $120,000 in cash. The Note principal and accrued interest is payable in cash payments of $81,788, $20,447, $20,447, $20,447 and $20,447 on November 30, 2026, December 30, 2026, January 30, 2027, February 28, 2027 and March 30, 2027, respectively. In the event of default, the Note shall become immediately due and payable at an amount equal to 150% times the sum of (a) outstanding principal, (b) accrued and unpaid interest, and (c) default interest at 22% per annum (the “Default Amount”). Following an Event of Default and, at the earliest, 180 days after issuance, the Note is convertible into shares of the Company’s common stock at the Holder’s option at a conversion price equal to 65% of the lowest closing bid price during the ten trading days prior to the conversion date. In addition, if the Company fails to pay the Default Amount within five business days of written notice, the Holder may convert the balance owed, including the Default Amount, at the same conversion price. Additionally, the Holder of the Note is entitled to deduct $1,500 from the conversion amount in each note conversion to cover the Holder's deposit fees associated with the conversion.

 

Notwithstanding anything contrary contained in the Note, the Company may prepay the Note in cash. If prepaid within 60 days of the date of issue, at 95% of the outstanding principal amount plus accrued and unpaid interest; between 61 and 90 days, at 96%; between 91 and 150 days, at 97%; and between 151 and 180 days, at 98%. On June 30, 2026 the Note was recorded at amortized cost of $128,140 (comprised of principal of $146,050 plus accrued interest of $3,274 less debt discount of $21,184).

 

The Note’s conversion feature is exercisable only following an Event of Default and, at the earliest, 180 days after issuance. The Company evaluated the embedded features of the Note under ASC 815-15 and concluded that any embedded derivative associated with the default-contingent conversion feature had no material value at issuance or at June 30, 2026, as no Event of Default had occurred or was pending and the conversion right was not exercisable during the period.