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NOTE 15: SUBSEQUENT EVENTS
3 Months Ended
Mar. 31, 2026
Notes  
NOTE 15: SUBSEQUENT EVENTS

NOTE 15: SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through the date these unaudited condensed consolidated financial statements were issued and determined that the following subsequent events require disclosure.

 

On May 5, 2026, the Company issued a 12% promissory note to a third party (the "May 5 Lender") in the principal amount of $30,000. The note matures on April 30, 2028 and bears interest at 12% per annum, payable quarterly in arrears, commencing June 1, 2026. At the option of the May 5 Lender, interest may be paid in cash or in shares of the Company's common stock, with the number of shares determined based on the closing price of the Company's common stock on the last trading day before the respective interest payment date. The Company may prepay all or any portion of the principal and accrued interest at any time without penalty.

 

In connection with the issuance of the promissory note, the Company also issued the May 5 Lender a five-year common stock purchase warrant (the "Warrant") to purchase up to 30,000 shares of the Company's common stock at an exercise price of $0.50 per share. The Warrant is exercisable at any time following the issue date of May 5, 2026 through the fifth anniversary thereof and contains customary anti-dilution adjustments for stock dividends, stock splits and combinations, and reorganization, consolidation, merger and similar transactions.

 

On May 20, 2026, the Company issued a 12% promissory note to a third party (the "May 20 Lender") in the principal amount of $50,000. The note matures on May 20, 2028 and bears interest at 12% per annum, payable quarterly in arrears, commencing June 1, 2026. At the option of the Lender, interest may be paid in cash or in shares of the Company's common stock, with the number of shares determined based on the closing price of the Company's common stock on the last trading day before the respective interest payment date. The Company may prepay all or any portion

of the principal and accrued interest at any time without penalty. At the option of the May 20 Lender, prior to the maturity date, the outstanding principal of the note is convertible into common stock of the Company at a conversion price of $0.50 per share.

 

In connection with the issuance of the promissory note, the Company also issued the May 20 Lender a five-year common stock purchase warrant (the "May 20 Warrant") to purchase up to 50,000 shares of the Company's common stock at an exercise price of $0.50 per share. The May 20 Warrant is exercisable at any time following the issue date of May 20, 2026 through the fifth anniversary thereof and contains customary anti-dilution adjustments for stock dividends, stock splits and combinations, and reorganization, consolidation, merger and similar transactions.

 

On May 20, 2026, the Company issued to Emerging Growth LLC an aggregate of 470,000 shares of common stock in lieu of $235,000 of interest payable through April 30, 2026 pursuant to the terms of the Series B Preferred Stock.

 

On May 20, 2026, the Company issued 120,000 shares of common stock for services at an aggregate fair value of $60,000.

 

On May 20, 2026, the Company issued to each of Brian Ross, the Company’s President and Chief Executive Officer and a director, and Mario Marsillo Jr., the Company’s Chief Business Officer and a director, ten year warrants exercisable at any time following the issue date to purchase up to 500,000 shares of Common Stock at an exercise price of $0.50 per share. The warrants contain customary anti-dilution adjustments for stock dividends, stock splits and combinations, and reorganization, consolidation, merger and similar transactions. The warrants were issued in consideration of each executive officer’s and director’s services to the Company and in connection with their continuing deferral of compensation.