Subsequent events

3 Months Ended

Mar. 31, 2025

Subsequent Events [Abstract]

Subsequent events

21. Subsequent events

Receivables Funding

April 9, 2025 funding 

On April 9, 2025, the Company, through its subsidiary, Aria Kentucky, LLC entered into a Receivables Sale Agreement with Itria Ventures, LLC (“Itria”), whereby $625,000 of the Receivables of Aria Kentucky were sold to Itria for gross proceeds of $500,000. The Company also incurred fees of $5,500 resulting in net proceeds of $494,500. The Company is obliged to pay $12,019 per week until the amount of $625,000 is paid in full.

May 28, 2025 funding 

On May 28, 2025, the Company, through its subsidiary, Evernia Health Center, LLC entered into a Receivables Sale Agreement with Itria Ventures LLC (“Itria”), whereby $378,000 of the Receivables of Evernia were sold to Itria for gross proceeds of $300,000. The Company also incurred fees of $3,500 resulting in net proceeds of $296,500, of which $157,692 was used to settle the January 6, 2025 funding and the balance was used for working capital purposes. The Company is obliged to pay $7,269 per week until the amount of $378,000 is paid in full.

June 19, 2025 funding 

On June 19, 2025, the Company, through its subsidiary, Aria Kentucky, LLC entered into a Receivables Sale Agreement with Itria Ventures LLC (“Itria”), whereby $125,000 of the Receivables of Aria Kentucky were sold to Itria for gross proceeds of $100,000. The Company also incurred fees of $2,500 resulting in net proceeds of $97,500 used for working capital purposes. The Company is obliged to pay $3,205 per week until the amount of $125,000 is paid in full.

August 14, 2025 funding 

On August 14, 2025, the Company, through its subsidiary, Evernia Health Center, LLC entered into a Receivables Sale Agreement with Itria Ventures LLC (“Itria”), whereby $451,500 of the Receivables of Aria Kentucky were sold to Itria for gross proceeds of $350,000. The Company also incurred fees of $4,000 resulting in net proceeds of $346,000, of which $147,869 was used to repay the March 25, 2025 funding and the balance was used for working capital purposes. The Company is obliged to pay $8,683 per week until the amount of $451,500 is paid in full.

September 30, 2025 funding 

On September 30, 2025, the Company, through its subsidiary, Aria Kentucky, LLC entered into a Receivables Sale Agreement with Itria Ventures LLC (“Itria”), whereby $312,500 of the Receivables of Aria Kentucky were sold to Itria for gross proceeds of $250,000. The Company also incurred fees of $3,000 resulting in net proceeds of $247,000 used for working capital purposes. The Company is obliged to pay $6,010 per week until the amount of $312,500 is paid in full.

Short-term notes issued

On May 22, 2025, the Company entered into promissory note agreements with two investors, whereby each were issued a promissory note in the aggregate principal amount of $120,000. The note earns interest at 10% per annum and matures on December 31, 2025, subject to the convertible note being converted into preferred units, each unit consisting of a preferred share and a three year warrant exercisable at 1.25 times the conversion price of the preferred stock, with a mandatory exercise is the common stock is trading at three times the exercise price. The preferred shares will be convertible into common shares at a price to be determined between $0.0012 and $0.0016 per share, subject to stock splits. Should the Company not uplist to a major exchange in a two year timeframe, the preferred stock will be callable by the holders thereof during the two year time frame.

Bank loan

On June 30, 2025, the Company entered into a commercial promissory note with a financial institution, whereby the Company was advanced $300,000, net of loan origination and documentation fees of $3,500, for net proceeds of $296,500. The loan bears interest at a variable interest rate of the New York prime rate plus 0.5%, currently the interest rate is 7.5%  and is calculated on an actual over 360 day basis. The interest rate will never exceed 10% per annum or fall below 6% per annum. The loan matures on 1 July 2026, or on demand by the lender. Monthly interest only payments are to be made. The loan may be prepaid without penalty and any funds prepaid may be re-borrowed by the Company until the maturity date, unless precluded from doing so by the lender. The loan is secured by a pledge of the membership interest in Aria Kentucky, LLC and blanket liens on all of the assets of Aria Kentucky, LLC, including accounts receivable and all other business assets. In addition the lender holds guarantees   from Ethema Health Corporation and Shawn Leon.

Other than the above, the Company has evaluated subsequent events through the date the unaudited condensed consolidated financial statements were issued and did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.