SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

22. SUBSEQUENT EVENTS

Issuance of Common Stock

On January 21, 2025, the Company issued 485,381 shares of common stock fair valued at $825,148 to satisfy a portion of accrued interest owed to convertible note holders.

On March 25, 2025, Forever 8 Fund, LLC, a wholly-owned subsidiary of the Company, entered into Amendment No. 1 to the Loan and Security Agreement originally dated May 25, 2023, with certain Series C lenders. The amendment modified the maturity terms for the outstanding note and related advances as follows:

● The maturity date remains February 28, 2025, for the Initial Loan Advance and all subsequent draws.

● The Lenders have the unilateral right to extend the maturity date to June 30, 2025, by providing written notice to the Borrower on or before January 10, 2025.

● If the maturity is extended to June 30, 2025, the Borrower then has the right to further extend the maturity date to September 30, 2025, by providing written notice to the Lenders on or before September 15, 2025.

On April 7, 2025, the Company completed the sale of the Packaging Business to Reichard Corrugated Products LLC and its principals pursuant to the Asset Purchase Agreement dated November 22, 2024. The total consideration includes:

● $557,835 in cash paid at closing,

● $2,500,000 million senior secured promissory note issued by the buyer,

● and potential earnout payments of up to $250,000 for each of 2025 and 2026 based on defined EBITDA thresholds.

The buyer assumed certain liabilities associated with the Corrugated Packaging Business. A side letter agreement established an effective operational date of April 1, 2025, for purposes of accounting and tax allocations.

As disclosed in Note 4 to the consolidated financial statements, the Company classified the Corrugated Packaging Business operated under Ferguson Containers as discontinued operations as of December 31, 2024.