Convertible Promissory Notes - Related Party

12 Months Ended

Dec. 31, 2024

Convertible Notes Payable [Abstract]

Convertible Promissory Notes – Related Party

Convertible Promissory Notes – Related Party

The Company entered into convertible promissory notes – related party as follows as of December 31:

	2024		2023
Convertible note payable with a trust related to one of the Company’s former directors, convertible at $0.260 per share, at 5% interest, (extinguished on April 4, 2022 for new note)	$	—	$	3,209,617
Total Convertible Notes Payable – Related Party	$	—	$	3,209,617
Less: Debt discount	—		(971,405)
	$	—	$	2,238,212

Interest expense which includes amortization of discount and premium for the years ended December 31, 2024 and 2023 was $209,622 and $1,399,262, respectively. The amount of the debt discount recorded related to the conversion feature granted to the note holder was evaluated for characteristics of liability or equity and was determined to be equity under ASC 470 and ASC 480. The Company recognized this as additional paid in capital, and the discount is being amortized over the life of the note.

On February 22, 2024, the Company entered into an agreement to amend the related party convertible promissory note with the Buckhout Charitable Remainder Trust (Laurie Buckhout – Trustee) (the “BCRT”), resulting in the elimination of the convertible discount feature, change in the interest rate, extension of the term, and change in the payoff schedule. As part of this amendment, a partial payment of $809,617 was made on the date of the agreement, resulting in an outstanding balance of $2,400,000 as of that date. The change in terms of the note were evaluated for characteristics of modification or extinguishment, and it was determined that under ASC 470, the debt amendment was considered to be an extinguishment, thus the amended note is considered a new note. As of February 22, 2024, the remaining unamortized carrying value of the convertible discount feature was $761,783, which was treated as a loss on debt extinguishment on the income statement. Concurrent with this amendment, we determined that the trustee of the BCRT Remainder Trust (who resigned as an officer of the Company) is no longer a related party to the Company. See Note 7, "Notes Payable" for more information about the terms of the new note.