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Subsequent Events
12 Months Ended
Dec. 31, 2025
Subsequent Events [Abstract]  
Subsequent Events

Note 12 – Subsequent Events

The Company evaluated subsequent events through the date the consolidated financial statements were issued.

 

Nasdaq Delisting Notice

 

On January 28, 2026, the Company received notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the closing bid price of the Company’s common stock had been below $1.00 per share for 35 consecutive business days and that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2), the minimum bid price requirement for continued listing on The Nasdaq. The Company was provided a 180-calendar day compliance period, or until July 6, 2026, to regain compliance. If the Company does not regain compliance during the initial compliance period, it may be eligible for an additional compliance period subject to meeting certain listing requirements. There can be no assurance that the Company

will regain compliance with the minimum bid price requirement.

 

On February 5, 2026, the Company received notice from the staff of Nasdaq that its request for continued listing on The Nasdaq had been denied due to the Company’s failure to meet the minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1). The Company intends to request a hearing before the Nasdaq Hearings Panel, which is expected to stay any suspension of trading pending the outcome of the hearing process. There can be no assurance that the Company will be successful in its appeal or regain compliance with the applicable Nasdaq listing requirements.

 

On March 24, 2026, the Company attended a hearing with an independent panel reporting to Nasdaq to request additional time to address both the closing bid price and minimum stockholders' equity matters. We anticipate the panel's response by mid-April 2026.

 

Silverback Transaction

 

On February 10, 2026, Silverback Capital Corporation (“Silverback”) acquired and was assigned a Secured Promissory Note originally issued by the Company on April 25, 2025 in the original principal amount of $1,000,000 (the “Original Note”). In connection with the assignment, the Company and Silverback entered into an Amended and Restated Convertible Note (the “First Amended Note”) with an outstanding principal balance of $551,437. The First Amended Note modified certain terms of the Original Note, including extending the maturity date to February 10, 2027 and establishing an interest rate of 9% per annum simple interest. The First Amended Note is convertible into shares of the Company’s common stock at a conversion price equal to 80% of the market price of the Company’s common stock at the time of conversion, subject to customary beneficial ownership limitations.

 

On February 18, 2026, Silverback converted $26,304 of the outstanding balance of the First Amended Note into 60,000 shares of the Company’s common stock.

 

On February 24, 2026, the Company and Silverback entered into a Second Amended and Restated Convertible Note (the “Second Amended Note”), which further amended the First Amended Note to (i) extend the maturity date to February 24, 2027, (ii) establish a minimum conversion price of $0.10 per share, and (iii) limit conversions to no more than 19.9% of the Company’s outstanding common stock as of the date of the amendment unless stockholder approval is obtained in accordance with applicable Nasdaq rules.

 

Board of Director Loan

 

On February 12, 2026, GIPVA 2510 Walmer Ave., LLC, an indirect subsidiary of the Company, entered into a $125,000 promissory note with QCCR Investments, LLC bearing interest at 12% per annum and including a 3% origination fee. The note matures nine months from issuance or earlier upon the sale of the underlying real estate asset. The note is guaranteed by Generation Income Properties, LP and secured by the guarantor’s equity interest in the borrowing entity. The lender is an affiliate of a member of the Company’s board of directors.