Convertible Notes Payable

12 Months Ended

Dec. 31, 2025

Debt Disclosure [Abstract]

Convertible Notes Payable

Note 7. Convertible Notes Payable

Convertible notes payable at December 31, 2025 and 2024 consist of the following:

	December 31, 2025		December 31, 2024
Note 1 – Shareholder	$	20,000	$	100,000
Note 2 – Mercer Note		-		721,841
Note 3 – Mercer Note #2		-		462,306
		20,000		1,284,147
Less: current portion		20,000		1,284,147
Non-current portion	$	-	$	-

Note 1 – Effective May 7, 2021, the Company issued a Convertible Promissory Note in the original principal amount of $100,000 to a shareholder (Note 1). The Note bears interest at a rate of ten percent (10%) per annum. The terms and conditions of the Note may not be indicative of those that a third-party investor may agree to. The Note was originally scheduled to mature on September 30, 2022. The maturity date was subsequently extended to December 31, 2023, further extended to December 31, 2024 during the quarter ended March 31, 2024, and further extended to December 31, 2025 during the quarter ended March 31, 2025. Pursuant to the terms of the Note, the outstanding principal and accrued interest were convertible, at the option of the holder, into shares of the Company’s common stock at a conversion price equal to the greater of (i) a twenty-five percent (25%) discount to the fifteen-day average market price of the Company’s common stock or (ii) $0.50 per share.

On December 31, 2025, the Company entered into a Promissory Note Modification and Partial Conversion Agreement (“Modification Agreement”) with the holder of the Note. As of that date, the outstanding balance of the Note, including accrued interest, was $146,548. Pursuant to the Modification Agreement, the holder elected to convert $126,548 of outstanding principal and accrued interest into shares of the Company’s common stock at a conversion price of $0.30 per share. As a result of the conversion, the Company issued 421,827 shares of common stock. The converted portion of the Note was extinguished upon issuance of the shares.

Following the partial conversion, a remaining balance of $20,000 continues to be outstanding under the Note. The maturity date of the remaining balance was extended to December 31, 2026. The remaining balance continues to bear interest at ten percent (10%) per annum and remains convertible at the option of the holder under the terms of the original Convertible Promissory Note. The Company may prepay the remaining balance, in whole or in part, at any time prior to maturity without penalty.

As of December 31, 2025 and 2024, accrued interest on the Note totaled $0 and $36,548, respectively. Accrued interest is included in other current liabilities on the accompanying consolidated balance sheets.

Note 2 – Effective August 10, 2021, the Company entered into a Securities Purchase Agreement with an accredited investor pursuant to which it issued to the investor an Original Issue Discount Secured Convertible Promissory Note (the “$806,000 Note”) in the principal amount of $806,000 and warrants to purchase 930,000 shares of the Company’s common stock for aggregate consideration of $750,000. In addition, pursuant to the Purchase Agreement the Company entered into a Registration Rights Agreement with the investor.

The principal amount of the $806,000 Note and all interest accrued thereon was payable on August 10, 2022, and was secured by a lien on substantially all of the Company’s assets. The $806,000 Note provided for interest at the rate of 5% per annum, payable at maturity, and was convertible into common stock at a price of $0.65 per share. In addition to customary anti-dilution adjustments upon the occurrence of certain corporate events, the $806,000 Note provided, subject to certain limited exceptions, that if the Company issues any common stock or common stock equivalents, as defined in the $806,000 Note, at a per share price lower than the conversion price then in effect, the conversion price would be reduced to the per share price at which such stock or common stock equivalents were sold.

The $806,000 Note provided for various events of default similar to those provided for in similar transactions, including the failure to timely pay amounts due thereunder. In the event of a default, the interest rate on the outstanding principal would increase during the continuance of the default to a Default Interest Rate defined in the $806,000 Note. Additionally, all outstanding amounts would be paid at the holder’s discretion at a Mandatory Default Amount also defined in the $806,000 Note.

On November 11, 2021, Mercer Street Global Opportunity Fund, LLC (“Mercer Fund”), converted $50,000 of the principal amount of the $806,000 Note into 76,923 shares of the Company’s common stock at a price of $0.65 per share.

The 930,000 Warrants were initially exercisable for a period of three years at a price of $1.25 per share, subject to customary anti-dilution adjustments upon the occurrence of certain corporate events as set forth in the Warrant. The shares issuable upon conversion of the $806,000 Note and exercise of the Warrants were to be registered under the Securities Act of 1933, as amended, for resale by the investor as provided in the Registration Rights Agreement. The Warrants may be exercised by means of a “cashless exercise” if at any time the shares issuable upon exercise of the Warrant are not covered by an effective registration statement.

As a result of the issuance of a $440,000 Original Issue Discount Secured Convertible Promissory Note effective July 19, 2022 (the “$440,000 Note”), (Note 3) convertible into shares of the Company’s common stock at a price of $0.20 per share, the price at which the $806,000 Note may be converted into shares of the Company’s common stock had been reduced to $0.20 per share. On July 27, 2022, Mercer Fund converted $50,000 of the principal amount of the $806,000 Note into 250,000 shares of the Company’s common stock at a price of $0.20 per share.

On October 5, 2023, at the request of Mercer Fund, the Company agreed to reduce the conversion price with respect to $10,500 of the amounts payable pursuant to the $806,000 Note to two and one-half ($0.025) cents per share. The balance of the amounts payable pursuant to the $806,000 Note remain convertible into shares of common stock of the Company at a price of twenty ($0.20) cents per share.

On March 4, 2024, at the request of Mercer Fund, the Company agreed to reduce the conversion price with respect to $12,000 of the amounts payable pursuant to the $806,000 Note to two and one-half ($0.025) cents per share. The balance of the amounts payable pursuant to the $806,000 Note remain convertible into shares of common stock of the Company at a price of twenty ($0.20) cents per share.

On February 19, 2024, the Company received the most recent notice from the manager of Mercer Fund of its agreement to forebear from the exercise of any rights it might have as a result of any defaults under the $806,000 Note and the related documents between the Company and the Mercer Fund, provided that the Mercer Fund reserved all of its rights under such agreements. The $806,000 Note continued to accrue interest at 5%.

On January 6, 2025, Mercer Fund converted $25,000 of the principal amount of the $806,000 Note into 125,000 shares of the Company’s common stock at a price of $0.20 per share.

On January 13, 2025, Mercer Fund converted $50,000 of the principal amount of the $806,000 Note into 250,000 shares of the Company’s common stock at a price of $0.20 per share.

On February 20, 2025, the Company received a Notice of Default from Mercer Fund in connection with the $806,000 Note. Under the terms of the $806,000 Note, a failure to pay the principal and interest when due constitutes an Event of Default under Section 7(a)(i) of the Note. The Note matured on August 10, 2022 and remained unpaid. Therefore, as of December 31, 2024, the Company combined the accrued interest as of the default date into the outstanding principal balance of the $806,000 Note and had accrued cumulative default interest of 18% on that balance.

On May 12, 2025, the Mercer Fund assigned all of its interest in and to, and duties and obligations under the $806,000 Note to Catheter Precision, Inc. (“Catheter”) in connection with the acquisition by Mercer Fund of certain securities of Catheter.

On November 18, 2025, the Company consummated a Note Repurchase Agreement (the “Repurchase Agreement”) with Catheter, the holder of the Company’s $806,000 Note and $440,000 Note (collectively, the “Notes”). The Notes, which had been in default and bore interest at a default rate of 18 percent per annum, had an aggregate outstanding balance consisting of principal and accrued interest of $1,445,695 as of the date of redemption. See additional details under Note 3 below.

As of December 31, 2025, the balance of the $806,000 Note and all accrued interest was $0 on the consolidated balance sheets. As of December 31, 2024, all original issue discount and debt issuance costs, including the allocated relative fair value of the Warrants, have been recognized. The remaining principal balance of $721,841, which includes the accrued interest as of the default date, along with the default interest, is recorded within current liabilities on the Company’s consolidated balance sheets. After giving effect to payments totaling $163,044 made during the year ended December 31, 2024, the $806,000 Note had $158,038 of accrued interest as of December 31, 2024 recorded in current liabilities on the consolidated balance sheets.

Note 3 – Effective July 19, 2022, the Company entered into a Securities Purchase Agreement with Mercer Fund pursuant to which it issued the $440,000 Note in the principal amount of $440,000 and warrants to purchase 550,000 shares of the Company’s common stock for aggregate consideration of $400,000. In addition, pursuant to the Purchase Agreement the Company entered into a Registration Rights Agreement with Mercer Fund.

The principal amount of the $440,000 Note and all interest accrued thereon was payable on July 19, 2023, and were secured by a lien on substantially all of the Company’s assets. The $440,000 Note provides for interest at the rate of 5% per annum, payable at maturity, and was convertible into common stock at a price of $0.20 per share. In addition to customary anti-dilution adjustments upon the occurrence of certain corporate events, the $440,000 Note provided, subject to certain limited exceptions, that if the Company issues any common stock or common stock equivalents, as defined in the $440,000 Note, at a per share price lower than the conversion price then in effect, the conversion price will be reduced to the per share price at which such stock or common stock equivalents were sold.

The $440,000 Note provided for various events of default similar to those provided for in similar transactions, including the failure to timely pay amounts due thereunder. The $440,000 Note provided further that the Company will be liable to the Mercer Fund for various amounts, including the cost of a buy-in, if the Company shall default in its obligation to register the shares issuable upon conversion of the $440,000 Note for sale by the Mercer Fund under the Securities Act or otherwise fails to facilitate Buyer’s sale of the shares issuable upon conversion of the $440,000 Note as required by the terms of the $440,000 Note. In the event of a default, the interest rate on the outstanding principal would increase during the continuance of the default to a Default Interest Rate defined in the $440,000 Note. Additionally, all outstanding amounts would be paid at the holder’s discretion at a Mandatory Default Amount also defined in the $440,000 Note.

On February 19, 2024, the Company received the most recent notice from the manager of the Mercer Fund, LLC that it agreed to forebear from exercising any rights it might have as a result of any defaults under the $440,000 Note and the related documents between the Company and the Fund, provided that it reserved all of its rights.

On February 20, 2025, the Company received a Notice of Default from Mercer Fund in connection with the $440,000 Note. Under the terms of the $440,000 Note, a failure to pay the principal and interest when due constitutes an Event of Default under Section 7(a)(i) of the Note. The Note matured on July 22, 2023 and remains unpaid. Therefore, as of December 31, 2024, the Company combined the accrued interest as of the default date into the outstanding principal balance of the $440,000 Note and has accrued cumulative default interest of 18% on that balance.

The 550,000 Warrants were initially exercisable for a period of three years at a price of $0.50 per share, subject to customary anti-dilution adjustments upon the occurrence of certain corporate events as set forth in the Warrant. The shares issuable upon conversion of the $440,000 Note and exercise of the Warrants were to be registered under the Securities Act of 1933, as amended, for resale by the investor as provided in the Registration Rights Agreement. The Warrants may be exercised by means of a “cashless exercise” if at any time the shares issuable upon exercise of the Warrant are not covered by an effective registration statement.

The Company accounts for the allocation of its issuance costs related to its Warrants in accordance with ASC 470-20, Debt with Conversion and Other Options. Under this guidance, if debt or stock is issued with detachable warrants, the proceeds need to be allocated to the two instruments using either the fair value method, the relative fair value method, or the residual value method. The Company used the relative fair value at the time of issuance to allocate the value received between the convertible note and the warrants.

The Company estimated the fair value of the Warrants utilizing the Black-Scholes pricing model, which is dependent upon several assumptions such as the expected term of the Warrants, expected volatility of the Company’s stock price over the expected term, expected risk-free interest rate over the expected term and expected dividend yield rate over the expected term. The Company believes this valuation methodology is appropriate for estimating the fair value of warrants. The value allocated to the relative fair value of the Warrants was recorded as debt issuance costs and additional paid in capital.

The principal, net of the original issue discount and debt issuance costs, including the allocated relative fair value of the Warrants, which were being recognized over the life of the $440,000 Note, along with associated interest, was recorded with current liabilities on the Company’s consolidated balance sheets.

On May 12, 2025, the Mercer Fund assigned all of its interest in and to, and duties and obligations under the $440,000 Note to Catheter in connection with the acquisition by Mercer Fund of certain securities of Catheter.

On November 18, 2025, the Company consummated the Repurchase Agreement with the holder of the Notes. The Notes, which had been in default and bore interest at a default rate of 18 percent per annum, had an aggregate outstanding balance consisting of principal and accrued interest of $1,445,695 as of the date of redemption.

Under the terms of the Repurchase Agreement, the Company purchased the Notes for a cash payment of $300,000. Upon payment of the Repurchase Price, the Notes were deemed fully satisfied, cancelled, and extinguished, and all security interests, liens, guarantees, claims, rights, and obligations relating to the Notes were released and terminated. The redemption resulted in the termination of all conversion rights associated with the Notes, including rights to convert into shares of the Company’s common stock at a conversion price of $0.20 per share and a Gain on extinguishment of $1,145,695 in the consolidated income statement for the year ended December 31, 2025.

As of December 31, 2025, the balance of the $440,000 Note and all accrued interest was $0 on the consolidated balance sheets.

As of December 31, 2024, all original issue discount and debt issuance costs, including the allocated relative fair value of the Warrants, have been recognized. The remaining principal balance of $462,306, which includes the accrued interest as of the default date, along with the default interest, is recorded within current liabilities on the Company’s consolidated balance sheets. After giving effect to payments totaling $51,956 made during the year ended December 31, 2024, the $440,000 Note had $70,092 of accrued interest, as of December 31, 2024 recorded in current liabilities on the consolidated balance sheets.