On December 18, 2023, the Company issued a note payable in the principal amount of $30,000 which has a maturity date of January 18, 2024. The note accrues no interest and shall be payable, at the Company’s election, in cash at any time prior to maturity. In connection with the issuance, the Company issued a five-year 5 warrant to purchase 10,000 shares of common stock at an exercise price of $0.75 per share. The warrant had an issuance date relative fair value of $1,337 which was recorded as a debt discount and is being amortized over the term of the note. As of the date of filing, this note is past due.

On July 15, 2024, the Company entered into an exchange agreement with the note holder of the $30,000 note, whereby the parties agreed to exchange the note payable with a principal amount of $30,000 for a warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.75 per share. The exchange resulted in a gain on extinguishment of notes payable of $17,893 during the year ended December 31, 2024. The warrant had an issuance date fair value of $12,107 and was recorded as a derivative liability under the Company’s sequencing policy on the consolidated balance sheet as of December 31, 2024.

ii)

On May 22, 2024, the Company received proceeds of $250,000 from investors and issued notes payable in the aggregate principal amount of $300,000 with a maturity date of November 22, 2024. The notes bear interest at 10% per annum and have an aggregate original issue discount of $50,000 which was recorded as a debt discount and will be amortized over the term of the note. In connection with the issuances, the Company issued 10 ten-year immediately vested warrants to purchase an aggregate of 625,000 shares of common stock at an exercise price of $0.75 per share. The warrants had an issuance date fair value of $96,710 which was included within derivative liabilities, recorded as a debt discount and will be amortized over the term of the notes. During the year ended December 31, 2024, the Company repaid $6,250 of the outstanding principal balance, such that $293,750 was outstanding as of December 31, 2024.

On November 29, 2023, the Company and a certain investor agreed to extend the maturity date of a certain convertible note payable in the principal amount of $100,000 from December 31, 2022 to July 1, 2024. In addition, the note provides repayment terms as follows: $10,000 per month from January 1, 2024 through March 1, 2024 and $20,000 per month from April 1, 2024 through June 1, 2024. A final payment of $10,000 and all accrued and unpaid interest is due on July 1, 2024. As of December 31, 2024 these payments have not been made.

In connection with the note amendment, the Company agreed to issue the investor 6,669 shares of the Company’s common stock and a 5 five-year warrant to purchase 25,000 shares of the Company’s common stock at an exercise price of $1.25 per share. The warrant had an issuance date relative fair value of $3,529 which was recorded as interest expense. As of December 31, 2023, the Company issued 5,669 shares of the Company’s common stock to the investor. The transaction was accounted for as a debt modification. During the year ended December 31, 2023, an aggregate principal amount of $430,000 of these notes were converted into Series C Convertible Preferred Stock.

During the year ended December 31, 2023, the Company issued convertible notes payable in the aggregate principal amount of $494,960 with maturity dates ranging from July 3, 2023 to February 17, 2024. The notes accrue interest at 8% per annum and are convertible at any time at the option of the holder into the Company’s Series C Convertible Preferred Stock at a conversion price of $7.50 per share. The notes automatically convert into Series C Convertible Preferred Stock on the maturity date. In connection with the issuances, the Company issued 5 five-year immediately vested warrants to purchase 396,000 shares of common stock at an exercise price of $1.25 per share. The warrants had an issuance date relative fair value of $48,164 and was recorded as a discount to the face value of the notes, which is being amortized over the term of the notes. During the year ended December 31, 2023, an aggregate principal amount of $394,960 of these notes were converted into Series C Convertible Preferred Stock and common stock.

During the three months ended March 31, 2024, a convertible note with $100,000 of principal outstanding was automatically converted into 13,333 shares of Series C Convertible Preferred Stock at a price of $7.50 per share and the Company elected to convert $4,910 of accrued interest under such note into 6,546 shares of common stock at a price of $0.75 per share. The embedded conversion option attributable to the Series C Convertible Preferred Stock was accounted for as derivative liability and had an issuance date fair value of $1,700.

On July 24, 2024, the Company entered into a note amendment agreement with a note holder to (i) extend the maturity date of a note in the principal amount of $50,000 from December 23, 2023 to December 23, 2024 and (ii) increase the interest rate from 8% to 10% effective July 2024. Further, in the event of an equity or debt financing transaction resulting in gross proceeds of at least $2,000,000, the Company or guarantor of the note shall repay the note in full within five days after completing the transaction. If the note is not repaid in full by December 23, 2024, any further extension will require the issuance of an additional 5 five-year warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.75 per share. Contemporaneous with the execution of this amendment, the Company (i) issued to the lender an additional 5 five-year warrant to purchase 25,000 shares of the Company’s common stock at an exercise price of $0.75 per share and (ii) amended the holder’s previously outstanding warrant to reduce the exercise price to $0.75 per share. This transaction was accounted for as a debt modification. The warrants had an issuance date fair value of $3,000 and were accounted for as derivative liabilities under the Company’s sequencing policy on the consolidated balance sheet as of December 31, 2024.

On July 24, 2024, the Company entered into a note amendment agreement with a note holder to (i) extend the maturity date of a note in the principal amount of $25,000 from December 26, 2023 to December 26, 2024 and (ii) increase the interest rate from 8% to 10% effective July 2024. Further, in the event of an equity or debt financing transaction resulting in gross proceeds of at least $2,000,000, the Company or guarantor of the note shall repay the note in full within five days after completing the transaction. If the note is not repaid in full by December 26, 2024, any further extension will require the issuance of an additional 5 five-year warrant to purchase 25,000 shares of the Company’s common stock at an exercise price of $0.75 per share. Contemporaneous with the execution of this amendment, the Company (i) issued to the lender an additional five-year warrant to purchase 12,500 shares of the Company’s common stock at an exercise price of $0.75 per share and (ii) amended the holder’s previously outstanding warrant to reduce the exercise price to $0.75 per share. The warrants had an issuance date fair value of $1,500 and were accounted for as derivative liabilities under the Company’s sequencing policy on the consolidated balance sheet as of December 31, 2024.

See Note 14, Subsequent Events for additional details.

On December 29, 2023, the Company issued a convertible note in the principal amount of $50,000 with a maturity date of December 29, 2026 as part of a legal settlement with a certain holder of the Company’s common stock. The note accrues interest at 9% per annum, which is convertible into the Company’s common stock commencing six months after the date of issuance at a 20% discount to the 10-day volume weighted average stock price for the 10 trading days prior to conversion with no price floor. The embedded conversion option was determined to be a derivative liability (see Note 4, Fair Value for details), which was recorded as a debt discount at its estimated fair value of $12,500. In connection with the issuance, the Company adopted a sequencing policy pursuant to ASC 815-40-35, which is disclosed in Note 3, Summary of Significant Accounting Policies – Sequencing Policy.

See Note 11, Commitments and Contingencies - Litigation for more information in connection with the legal settlement.

Darlene Soave was appointed to the Company’s Board of Directors effective March 25, 2021, such that she became a related party as of such date and, accordingly, the note was payable to a related party. Effective March 2, August 5, and December 31, 2021, the Company amended the note (the “Soave Note”). In connection with the amendments, during the year ended December 31, 2021, the Company (i) received further proceeds of $1,500,000, such that as of December 31, 2022 and 2021, an aggregate of $3,500,000 of proceeds were outstanding under the note, (ii) increased the principal amount to $6,000,000, (iii) issued five-year immediately vested warrants for the purchase of 1,200,000 shares of common stock at an exercise price of $1.25 per share that had an issuance date fair value of $247,567 which was recorded as debt discount and was amortized over the term of the note, (iv) extended the maturity date to October 28, 2022 (v) and provided Ms. Soave the ability to elect to convert the Soave Note into shares of Series B Convertible Preferred Stock at a conversion price of $7.50 per share at any time after the Company first issues any shares of the Series B Convertible Preferred Stock and before the maturity date. On October 28, 2022, the Company and Ms. Soave entered into an agreement to amend the Soave Note, whereby the maturity date of the note was extended from October 28, 2022 to April 28, 2023. On April 28, 2023, the Company and Ms. Soave agreed to further extend the maturity date of the convertible promissory note issued to Ms. Soave from April 28, 2023 to October 28, 2023. On November 8, 2023, the Company and Ms. Soave agreed to further extend the maturity date of the convertible promissory note issued to Ms. Soave from October 28, 2023 to April 28, 2024. As of December 31, 2024 and 2023, there was an aggregate principal amount of $3,500,000 outstanding under the Soave Note.

On March 10, 2022, the Board of Directors of the Company appointed George Verstraete as a member of the Board. The Company and George Verstraete, a director of the Company, entered into a promissory note agreement dated March 10, 2022 (the “Verstraete Note”), whereby Mr. Verstraete, at his discretion, can loan up to $6,000,000 to the Company. Mr. Verstraete has agreed to loan an aggregate of $2,500,000 to the Company under the note. The note bears interest at a rate of 10% per annum and, prior to its amendment in November 2023, provided that it would mature twelve months from the date of issuance. Mr. Verstraete has the right, at his option, to convert the note into shares of the Company’s Series B Convertible Preferred Stock at a conversion price of $7.50 per share at any time after the Company first issues any shares of the Series B Convertible Preferred Stock. Interest accruing under the note will be payable upon the maturity of the note and may be paid at the Company’s option in either cash or shares of the Company’s common stock (calculated based upon $0.75 per share for purposes of calculating the number of shares of common stock to be issued). For each $500,000 advanced under the Verstraete Note, Mr. Verstraete will be issued a warrant to purchase 400,000 shares of the Company’s common stock at an exercise price of $1.25 per share. Each warrant will have a 5 five-year term. During the year ended December 31, 2022, the Company received $2,500,000 under the Verstraete Note. In connection with the issuance, the Company issued five-year immediately vested warrants to purchase an aggregate of 2,000,000 shares of common stock at an exercise price $1.25 per share. The warrants had an issuance date relative fair value of $296,174 which will be amortized over the term of the note. In February 2023, $413,018 of payments made by Mr. Verstraete to third parties on behalf of the Company in June 2022 were characterized as convertible notes payable – related parties under the Verstraete Note. The Company received additional advances of $250,000, $100,000, $150,000, $72,018 and $105,000 in April 2023, May 2023, July 2023, August 2023 and September 2023, respectively, and, as a result, increased the outstanding principal balance of the Verstraete Note to $3,590,036 as of December 31, 2023. In connection with the advances, the Company issued 5 five-year immediately vested warrants to purchase an aggregate of 872,029 shares of common stock at an exercise price of $1.25 per share. The warrants had an issuance date relative fair value of $106,973 which was recorded as a discount to the face value of the note and has been amortized over the term of the note. Mr. Verstraete has assigned the Verstraete Note to a trust controlled by Darlene Soave.

In March 2024, the Company received additional advances of $146,672 under the Verstraete Note which increased the outstanding principal balance of the Verstraete Note to $3,736,708. In connection with the advances, the Company issued five5 -year immediately vested warrants to purchase an aggregate of 117,338 shares of common stock at an exercise price of $1.25 per share to the trust controlled by Ms. Soave, the holder of the note. The warrants had an issuance date fair value of $6,666 which was included within derivative liabilities - related parties, recorded as a debt discount and will be amortized over the term of the note.

In October 2024, the Company entered into note amendment agreements with a trust controlled by Darlene Soave to extend the maturity dates of a note originally issued to Ms. Soave and assigned to the trust and the Verstraete Note, which had an outstanding principal amount of $3,736,708 as of December 31, 2024, to April 28, 2025 and March 10, 2025, respectively.

The Series B Convertible Preferred Stock had been designated by the Board on September 21, 2023 and the Company sold shares of its Series B Convertible Preferred Stock. The Company adopted ASU 2020-06 effective January 1, 2022 which eliminated the need to assess whether a beneficial conversion feature needed to be recognized upon either (a) the future issuance of new convertible notes; or (b) the resolution of any contingent beneficial conversion features. As a result, the Company did not evaluate for a beneficial conversion feature underlying the Series B Convertible Notes and Series B Convertible Preferred Stock.