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CONVERTIBLE PROMISSORY NOTES, NET
6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
CONVERTIBLE PROMISSORY NOTES, NET

NOTE 6 – CONVERTIBLE PROMISSORY NOTES, NET

 

Vanquish Funding Group, Inc.

 

On November 13, 2025, the Company entered into a Securities Purchase Agreement with Vanquish Funding Group, Inc. (“Holder”) relating to the issuance and sale of a Convertible Note (the “Note”) with an original principal amount of $115,000 less original issue discount of $15,000 and transaction costs of $7,000 bearing a 10% annual interest rate and maturing August 15, 2026 for $93,000 in cash. After 180 days after the issue date, the Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 75% of the lowest closing bid price during the 10 trading days prior to the conversion date. 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. The Company may prepay the Note in cash, if prepaid within 90 days of date of issue, at 115% of the outstanding principal amount plus accrued and unpaid interest; between 91 and 150 days, at 120%; and between 151 and 180 days, at 125%. On May 14, 2026, the Company fully settled the Note at amortized cost of $21,090 and along with the related derivative liability (Note 7) at a fair value of $167,597 with a payment in cash of $150,800 resulting in a gain on extinguishment of debt of $37,887. On June 30, 2026 and December 31, 2025, the Note was recorded at amortized cost of $0 and $1,849 (comprised of principal of $115,000 plus accrued interest of $1,512 less debt discount of $114,663), respectively. The Note is paid in full.

 

On December 2, 2025, the Company entered into a Securities Purchase Agreement with Vanquish Funding Group, Inc. (“Holder”) relating to the issuance and sale of a Convertible Note (the “Note”) with an original principal amount of $94,300 less original issue discount of $12,300 and transaction costs of $7,000 bearing a 10% annual interest rate and maturing September 15, 2026 for $75,000 in cash. After 180 days after the issue date, the Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 75% of the lowest closing bid price during the 10 trading days prior to the conversion date. 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. The Company may prepay the Note in cash, if prepaid within 90 days of date of issue, at 115% of the outstanding principal amount plus accrued and unpaid interest; between 91 and 150 days, at 120%; and between 151 and 180 days, at 125%. On June 1, 2026, the Company fully settled the Note at amortized cost of $18,941 and along with the related derivative liability (Note 7) at a fair value of $72,132 with a payment in cash of $123,688 resulting in a loss on extinguishment of debt of $32,615. On June 30, 2026 and December 31, 2025, the Note was recorded at amortized cost of $0 and $750 (comprised of principal of $94,300 plus accrued interest of $749 less debt discount of $94,299), respectively. The Note is paid in full.

 

On January 16, 2026, the Company entered into a Securities Purchase Agreement with Vanquish Funding Group, Inc. (“Holder”) relating to the issuance and sale of a Convertible Note (the “Note”) with an original principal amount of $100,050 less original issue discount of $13,050 and transaction costs of $7,000 bearing a 10% annual interest rate and maturing October 15, 2026 for $80,000 in cash. After 180 days after the issue date, the Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 75% of the lowest closing bid price during the 10 trading days prior to the conversion date. 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. The Company may prepay the Note in cash, if prepaid within 90 days of date of issue, at 115% of the outstanding principal amount plus accrued and unpaid interest; between 91 and 150 days, at 120%; and between 151 and 180 days, at 125%.. On June 30, 2026 and December 31, 2025, the Note was recorded at amortized cost of $17,902 (comprised of principal of $100,050 plus accrued interest of $4,523 less debt discount of $86,671) and $0, respectively.