v3.26.1
Schedule of Convertible Notes Payable Due to Related Parties (Details) - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Debt Instrument [Line Items]        
Convertible notes payable due to related parties conversion price $ 0.75 $ 0.75    
Related Party [Member]        
Debt Instrument [Line Items]        
Convertible notes payable due to related parties $ 7,461,708 $ 7,315,036    
Darlene Soave [Member]        
Debt Instrument [Line Items]        
Convertible notes payable due to related parties conversion price       $ 7.50
Convertible Notes Payable     $ 3,500,000 $ 3,500,000
Convertible Notes Issued on May 18, 2017 [Member]        
Debt Instrument [Line Items]        
Notes payable interest rate percentage 0.00%      
Convertible notes payable due to related parties conversion price $ 7.50      
Convertible notes payable due to related parties $ 135,000 135,000    
Convertible Notes Issued on May 18, 2017 [Member] | Related Party [Member]        
Debt Instrument [Line Items]        
Notes payable interest rate percentage [1] 0.00%      
Convertible notes payable due to related parties conversion price [1] $ 7.50      
Convertible notes payable due to related parties [1] $ 225,000 225,000    
Convertible Notes Issued on October 28, 2019 [Member] | Related Party [Member]        
Debt Instrument [Line Items]        
Convertible notes payable due to related parties [2] $ 3,500,000 3,500,000    
Convertible Notes Issued on October 28, 2019 [Member] | Related Party [Member] | Minimum [Member]        
Debt Instrument [Line Items]        
Notes payable interest rate percentage [2] 8.00%      
Convertible notes payable due to related parties conversion price [2] $ 0.75      
Convertible notes payable maturity date [2] 4/28/2025      
Convertible Notes Issued on October 28, 2019 [Member] | Related Party [Member] | Maximum [Member]        
Debt Instrument [Line Items]        
Notes payable interest rate percentage [2] 10.00%      
Convertible notes payable due to related parties conversion price [2] $ 7.50      
Convertible Notes Issued March10, 2022 [Member] | Related Party [Member]        
Debt Instrument [Line Items]        
Notes payable interest rate percentage [3] 10.00%      
Convertible notes payable due to related parties [3] $ 3,590,036 3,590,036    
Convertible notes payable maturity date [3] 3/10/2025      
Convertible Notes Issued March10, 2022 [Member] | Related Party [Member] | Minimum [Member]        
Debt Instrument [Line Items]        
Convertible notes payable due to related parties conversion price [3] $ 0.75      
Convertible Notes Issued March10, 2022 [Member] | Related Party [Member] | Maximum [Member]        
Debt Instrument [Line Items]        
Convertible notes payable due to related parties conversion price [3] $ 7.50      
Convertible Notes Issued March 4,2024 [Member] | Related Party [Member]        
Debt Instrument [Line Items]        
Notes payable interest rate percentage [3] 10.00%      
Convertible notes payable due to related parties [3] $ 146,672    
Convertible notes payable maturity date [3] 3/10/2025      
Convertible Notes Issued March 4,2024 [Member] | Related Party [Member] | Minimum [Member]        
Debt Instrument [Line Items]        
Convertible notes payable due to related parties conversion price [3] $ 0.75      
Convertible Notes Issued March 4,2024 [Member] | Related Party [Member] | Maximum [Member]        
Debt Instrument [Line Items]        
Convertible notes payable due to related parties conversion price [3] $ 7.50      
Convertible Notes Payable [Member] | Related Party [Member]        
Debt Instrument [Line Items]        
Convertible notes payable due to related parties $ 7,461,708 7,315,036    
Convertible notes payable due to related parties $ 7,461,708 $ 7,315,036    
[1] As of December 31, 2024, the Company had accrued an obligation to issue warrants to purchase 247,500 shares of common stock at an exercise price of $0.75 per share as a result of the Company’s failure to repay these notes on the May 18, 2018 maturity date. As a result, the Company had accrued an aggregate of $11,235 and $36,870 associated with the fair value of these obligations as of December 31, 2024 and 2023, respectively, which amounts are included in accrued interest – related parties on the consolidated balance sheets.
[2] 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.
[3] 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 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 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.