CONVERTIBLE NOTES PAYABLE – RELATED PARTIES

12 Months Ended

Dec. 31, 2025

Convertible Notes Payable Related Parties

CONVERTIBLE NOTES PAYABLE – RELATED PARTIES

19. CONVERTIBLE NOTES PAYABLE – RELATED PARTIES

The convertible notes payable, related party were issued as part of consideration for the acquisition of Forever 8. The discount was calculated based on the fair value of the instrument as of October 1, 2022. Principal due under the convertible note payable – related parties was as follows at December 31, 2025 and December 31, 2024:

	December 31, 2025		December 31, 2024
Notes payable, 12%	$	-	$	21,771,155
Less: current portion		-		11,500,000
Notes payable, long-term potion	$	-	$	10,271,155
Less: debt discount		-		750,000
Notes payable, long-term portion, net	$	-	$	9,521,155

For the year ended December 31, 2025, interest expense under convertible notes payable – related parties was $2,479,417, of which $750,000 was related to amortization of the debt discount. For the year ended December 31, 2024, interest expense under convertible notes payable – related parties was $2,916,597, of which $1,000,000 was related to amortization of the debt discount. During the year ended December 31, 2025, the Company recognized a capital contribution in additional paid-in capital of $22,789,599 related to the forgiveness of debt and accrued interest by related parties offset by the issuance of 800,000 shares of common stock with a fair value of $1,168,000.