CONVERTIBLE LOAN

9 Months Ended

Sep. 30, 2025

CONVERTIBLE LOAN

CONVERTIBLE LOAN

17. CONVERTIBLE LOAN

On September 2, 2025, the Company entered into two Subscription Agreements with two accredited investors (the “Investors”), pursuant to which the Investors purchased an aggregate $1,400,000 of Convertible Promissory Notes from the Company (the “Convertible Notes”).

The Subscription Agreements included customary representations and warranties of the Investors and the Company, and include piggyback registration rights (except in connection with the IPO (discussed below), for a period of one year following the dates of the subscriptions).

The Convertible Promissory Notes do not accrue interest unless and until an event of default occurs. Upon the occurrence of an event of default, the amount due under the Convertible Notes bears interest at five percent (5%) per annum, until repaid in full. Any accrued interest, if applicable, is payable on the maturity date or upon conversion of the Convertible Notes. The Convertible Notes are due and payable, unless earlier converted into common stock as discussed below, on September 2, 2027. The Convertible Notes provide for the automatic conversion of the outstanding principal balance thereof, together with any accrued and unpaid interest, into shares of the Company’s common stock immediately prior to the consummation by the Company of an initial public offering which results in the Company’s common stock being traded on a recognized U.S. securities trading market or exchange, including, but not limited to the Nasdaq Capital Market, Nasdaq Global Market or NYSE American (an “IPO”). The conversion price per share will equal 85% of the per share price to the public in the IPO offering (or, if applicable, 85% of the deemed price of a unit including common stock). The Convertible Notes include customary provisions related to stock splits, combinations, or similar events that proportionately adjust the conversion price. The Convertible Notes are expressly subordinated to all current and future indebtedness of the Company owed to financial institutions and may be prepaid, in whole or in part, at any time without premium or penalty. Events of default under the Convertible Notes include, among other things, (i) the Company’s failure to pay principal, interest, or other amounts when due, subject to a ten-day cure period; (ii) the Company’s insolvency, bankruptcy, reorganization, dissolution, or similar proceedings, including the appointment of a custodian, receiver, or trustee for the Company or its assets; or (iii) any action by the Company authorizing or in furtherance of the foregoing. Upon an event of default, unless cured or waived, any holder may declare its Convertible Notes immediately due and payable, and all amounts owed will accrue interest at the default rate described above.

The Company accounts for convertible debt instruments in accordance with ASC 470-10, ASC 835-30, ASC 815-15, and ASU 2020-06 (Debt — Debt with Conversion and Other Options and Derivatives and Hedging — Contracts in an Entity’s Own Equity). Under this guidance, an entity evaluates whether an embedded conversion feature meets the definition of a derivative instrument and, if so, whether it must be bifurcated from the debt host and accounted for separately.

At issuance, management concluded that: 

1.	The conversion feature is contingent on a future IPO event;
2.	The Company’s common stock, although quoted on the OTC Markets, was not readily convertible to cash as of September 30, 2025, consistent with ASC 815-10-15-99; and
3.	The conversion will be physically settled in shares, not net in cash.

Accordingly, the embedded conversion option does not meet the definition of a derivative and is not bifurcated from the debt host.

The Convertible Notes are accounted for as a single liability measured at amortized cost, with imputed interest recognized over the term of the instrument using the effective-interest method based on an estimated market rate for comparable non-convertible debt (approximately 10 %).

Management will reassess the classification if the Company’s shares become actively traded or are uplisted to a national exchange (e.g., NASDAQ), in which case the common stock would be considered readily convertible to cash and the conversion feature could meet derivative criteria under ASC 815.