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DEBTS
9 Months Ended
Sep. 30, 2025
Debt Disclosure [Abstract]  
DEBTS

NOTE 5 DEBTS

 

The following table presents the components of debt as of September 30, 2025, and December 31, 2024.

 

   September 30, 2025   December 31, 2024  

APR on

September 30, 2025

   Maturity  Collateral
Convertible Notes (b,c,d)  $18,360,261   $15,592,408    0.00 10.00%  

September 2023- October 2030

  Substantially all Company assets
Notes payable to financial institutions and others (a)   633,627    4,515,297    3.75-8.5%  

August 2025- November 2052

  Substantially all Company assets
                      
Total  $18,993,888   $20,107,705            
Unamortized debt discount   (2,641,730)   (3,477,227)           
Debt, net of unamortized debt discount  $16,352,158   $16,630,478            

 

   For the nine-months ended September 30, 
   2025   2024 
         
Interest expense  $1,195,591   $2,061,236 

 

As of September 30, 2025, the expected future principal payments for the Company’s debt are due as follows:

 

      
Twelve months ended September 30, 2026  $4,252,573 
Twelve months ended September 30, 2027   1,003,847 
Twelve months ended September 30, 2028   3,994 
Twelve months ended September 30, 2029   4,147 
Twelve months ended September 30, 2030 and thereafter   13,729,327 
Total  $18,993,888 

 

  (a) The unpaid principal bears annual interest at the Wall Street Journal prime rate plus 1.75% per year.
     
  (b) Included in Convertible Notes are loans provided to the Company from two directors and a former officer. The notes each have the following terms: three-year subordinated convertible promissory note of principal face amounts. Subject to other customary terms, one of the convertible promissory note of $600,000 payable to a director matured in 2023, and the other remaining convertible promissory notes matured in May 2025, bear interest at an annual rate of 6% through December 2023 and 10% thereafter, which is payable annually in cash or common stock, at the holder’s discretion. At any time after issuance and prior to or on the maturity date, the notes are convertible at the option of the holder into shares of common stock at a conversion price ranging from $3 to $15 per share.
     
    During 2023, the Company issued convertible promissory notes. As an inducement to enter the financing transactions, the Company issued 1,391,667 warrants to the noteholders at an adjusted exercise price of $2.7 per warrant. The Company recorded a debt discount aggregating $5.6 million which was recognized as debt discount and additional paid-in capital in the accompanying balance sheet. The Company recognized $835,497 and $835,497 as amortized debt discount during the nine-months ended September 30, 2025, and 2024, respectively, and it is reflected as interest expense in the accompanying unaudited consolidated statement of operations. Only the convertible promissory notes issued during fiscal 2023 are secured by substantially all of the assets of the Company.
     
  (c) On March 29, 2024, and as amended in June 2025, the Company and the Belami sellers entered into a letter agreement modifying certain obligations under the Belami stock purchase agreement. In connection with the letter agreement, the Company issued convertible promissory notes to each of the sellers (the “Seller Note(s)”) in substitution of an aggregate of $3,117,909 in cash due to the sellers in monthly principal and interest payments of $300,000 beginning in July 2025 until fully paid in January 2026. The notes are convertible at $3 per share of common stock.
     
    Additionally, the convertible promissory notes include a $1 million note payable to GE issued in April 2024. The convertible note is due in April 2027, does not bear interest and is convertible at a price of $1.07 per share.
     
  (d) On September 2, 2025, the Company generated proceeds of $3.2 million by consolidating certain previously issued convertible promissory notes which amounted to $2.8 million, now aggregating $6.0 million after closing. The notes are convertible at a rate of $1.20 per share of the Company’s common stock.