Loss on Settlement and Repricing of Convertible Notes

9 Months Ended

Sep. 30, 2025

Loss on Settlement and Repricing of Convertible Notes [Abstract]

LOSS ON SETTLEMENT AND REPRICING OF CONVERTIBLE NOTES

11 LOSS ON SETTLEMENT AND REPRICING OF CONVERTIBLE NOTES

The loss on settlement and repricing of convertible notes consists of the following:

	Three months ended			Three months ended			Nine months ended			Nine months ended
	September 30,			September 30,			September 30,			September 30,
	2025			2024			2025			2024
Expense on extension of maturity date of convertible notes	$	-		$	-		$	-		$	(102,352	)
Penalty on convertible debt		-			(6,611	)		(61,729	)		(6,611	)
Loss on conversion of convertible debt		(236,312	)		(159,493	)		(935,399	)		(159,493	)
Loss on no notice default convertible note		-			(56,329	)		-			(56,329	)
Gain (Loss) on repriced convertible notes		11,955,877			(4,318,669	)		(4,969,841	)		(4,318,669	)
	$	11,719,565		$	(4,541,102	)	$	(5,966,969	)	$	(4,643,454	)

Expense on extension of maturity date of convertible debt

On March 14, 2024, the Company extended the maturity date of 11 convertible notes which matured between February 13, 2024 and February 23, 2024 by six months and issued the note holders additional warrants exercisable for 387,673 shares of Common Stock, the modification of the terms and the issue of the new warrants was assessed as a debt extinguishment.

On May 4, 2024, the maturity date of two notes totaling $225,000 which originally matured on December 31, 2023 and which maturity dates were extended to March 30, 2024, on May 4, 2024, the maturity date of the $200,000 note was further extended to June 14, 2024, and the maturity date of the $25,000 note was further extended to June 30, 2024. In exchange for the maturity date extension, on June 14, 2024, the Company issued to note holders warrants exercisable for 292,463 shares of Common Stock, the modification of the terms and the issue of the new warrants was assessed as a debt extinguishment.

The debt extinguishments resulted in a charge of $36,305 and $102,352 for the three and nine months ended September 30, 2024, respectively.

Penalty on convertible debt

Between January 7, 2025 and September 30, 2025, $61,729 of additional conversion penalties on convertible debt conversions were charged to the Company.

Loss on conversion of convertible debt

Between January 7, 2025 and September 30, 2025, in terms of conversion notices received from 6 convertible note holders, the Company issued 365,655,485 shares of common stock for the conversion of $759,011 of convertible debt at a weighted average conversion price of $0.00208 (conversion prices ranging from $0.0005 to $0.0325), realizing an aggregate loss on conversion of $935,399.

Loss on price adjustment on convertible debt and warrants

As a result of the conversion of the convertible debt, referred to in the paragraph above, all other outstanding convertible debt of the Company that contain price-based anti-dilution protection had the conversion prices of such notes adjusted to $0.001105 per share (the “Triggering Event”).

The value of the derivative liability related to the anti-dilution price protected convertible debt was evaluated immediately prior to the Triggering Event and immediately after the Triggering Event, resulting in an additional derivative liability and loss on convertible debt of $16,925,718.

On August 13, 2025, the Company entered into an agreement with Cavalry and Mercer and their affiliated entities, repricing the conversion feature of certain convertible notes from prices ranging from $0.0005 to $0.345 per share to a conversion price of $0.01 per share, resulting in a gain on repricing of convertible debt and a reduction in derivative liability of $11,955,877.