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CONVERTIBLE NOTES | 12 Months Ended
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Dec. 31, 2025
Debt Disclosure [Abstract] |
CONVERTIBLE NOTES | NOTE 4 – CONVERTIBLE NOTES In September 2021, as part of a termination of a license agreement with Purple, the Company issued a convertible note in the principal amount of $1,500,000 that was payable on or before the maturity date in February 2023, bearing interest of 5% per annum and convertible in whole or in part at any time by Purple into shares of common stock of the Company. The conversion price is $5 per share of common stock, subject to certain adjustments under such terms and conditions as agreed between the parties. The Company may prepay the principal amount of the note plus accrued and unpaid interest at any time prior to the maturity date. On July 14, 2023, the Company and Purple executed an amendment to revise the note’s payment schedule, extending the maturity date to March 31, 2024. On June 19, 2024, the Company and Purple executed another amendment to extend the maturity date to August 31, 2024. The outstanding principal balance due under the convertible note at December 31, 2024 was $218,750. The Company paid the outstanding $218,750 principal balance in full during the quarter ended March 31, 2025, and the convertible note is considered satisfied. In October 2022, as a result of the Merger, the Company entered into a convertible promissory note agreement with an unrelated third party in the principal amount of $350,000 with no accruing interest and was due on October 28, 2023 for legal services rendered to the Company. The noteholder may elect, in its sole discretion upon written notice to the Company, at any time prior to, as of or following the maturity date, to require that all or any portion of the principal amount not then repaid be converted, without any further action on the part of the noteholder, into shares of common stock, par value $0.0001 per share. Upon full conversion of the remaining principal amount due, the note will, for all purposes be deemed cancelled and all obligations shall be deemed paid in full. On October 27, 2023, a $200,000 payment was made, and on December 15, 2023, another $50,000 payment was made. On June 25, 2024, the Company and the unrelated third party signed an amendment to the note that extended the maturity date to July 31, 2024. The outstanding balance due under the convertible note at December 31, 2025 and December 31, 2024 was $100,000. The note was in default as of December 31, 2025. In December 2023, the Company entered into an unsecured convertible promissory note with an unrelated party in the principal amount of $150,000 together with interest at 5% and a maturity date of June 30, 2024. On April 24, 2024, the Company converted the note into shares of common stock, which satisfied the note in full. On April 17, 2024, the Company entered into an unsecured note agreement with a related party in the principal amount of $500,000 together with interest at 10%, with a maturity date of September 30, 2024. The agreement is between the Company and an investment fund where the manager is a member of the Company’s board of directors. On June 3, 2024, the Company and the related party agreed to convert the note agreement in full, both principal and interest, to equity in connection with the Company’s Series A Preferred Stock offering. See Note 7, Capital Structure, for more information on the Series A Preferred Stock offering. Yorkville Convertible Notes On January 3, 2024, the Company entered into an unsecured note agreement with an unrelated third party, YA II PN, LTD, a Cayman Islands exempt limited partnership (“Yorkville”) in the principal amount of $1,500,000 (the “YA Note-1”). YA Note-1 was issued with a 10% original issue discount. The original principal amount, together with interest of 8%, was payable by the Company on March 15, 2024, and was extended to July 31, 2024. The note had an outstanding principal balance of $1,235,178 with $150,000 of the debt discount fully amortized as of October 31, 2024. On November 1, 2024, the Company entered into an agreement with Yorkville that completely terminates and replaces YA Note-1 (see the Yorkville Transaction defined below). See Note 7, Capital Structure - Standby Equity Purchase Agreement, for further details. On November 1, 2024, the Company entered into a Standby Equity Purchase Agreement (“SEPA”) pursuant to which the Company has the right to sell Yorkville up to $20,000,000 of its shares of Company Common Stock, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA (such transaction, the “Yorkville Transaction”). In connection with the SEPA, Yorkville has agreed to advance to the Company in the form of a convertible promissory note (the “Convertible Note”) an aggregate principal amount of up to $1,304,758 (the “Pre-Paid Advance”), which terminated and replaced the $1,235,178 YA Note-1 outstanding balance discussed above. The Convertible Note bears an interest rate of 8% per annum and is convertible in whole or in part at any time by Yorkville into shares of common stock of the Company at a conversion price determined based on the lower of the lower of (i) $1.00 per common share (the “Fixed Price”), or (ii) 95% of the lowest daily volume weighted average price during the five consecutive trading days immediately preceding the conversion date (the “Variable Price”), but which Variable Price shall not be lower than the floor price of $0.80 (the “Floor Price”). During the year ended December 31, 2025, the Company recorded amortization of debt discount in the amount of $435,635 for the Convertible Note. During the six months ended June 30, 2025, Yorkville elected to convert the entire outstanding principal balance on YA Note-1, the convertible promissory note with an outstanding principal balance of $1,304,758. Yorkville converted $1,304,758 of the principal balance and $52,505 of accrued interest into 233,500 shares of common stock at a weighted-average conversion price of $5.81 per share. After conversion, the principal balance of the note had a remaining balance of $0. The SEPA is an equity-linked contract that does not qualify for equity classification and is accounted for as a derivative liability recognized at fair value. Any changes in fair value between the carrying amount of the forward issuance contracts and the settlement amounts will be recognized in other (expense) income in the consolidated statements of operations. As of December 31, 2025 and December 31, 2024, the fair value of the SEPA was $0 and $1,041,484, respectively. For the year ended December 31, 2025, the Company recognized a gain on the change in fair value of derivative liability in the amount of $906,430, in the Company’s consolidated statements of operations. The following table presents information about the Company’s derivative liability that is measured at fair value on a recurring basis at December 31, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
Schedule of derivative liability |  |  |  |  |  |  |  |  |  |  |  |
Description |  | Level |  |  | December 31, 2025 |  |  | December 31, 2024 |
Derivative liability |  |  | 3 |  |  | $ | – |  |  | $ | 1,041,484 |
Total |  |  |  |  |  | $ | – |  |  | $ | 1,041,484 |
The derivative liability is accounted for as a liability in accordance with ASC 480 and is presented within derivative liability in the accompanying consolidated balance sheets. The derivative liability is measured at fair value at inception and on a recurring basis, with changes in fair value presented in the consolidated statements of operations. The derivative liability was valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the derivative liability is the step factors input, assumed price movement, and probabilities assigned to them. The following table provides quantitative information regarding Level 3 fair value measurements for the derivative liability:
Schedule of assumptions used for valuation |  |  |
|  | December 31, 2024 |
Risk-free interest rate |  |  | 4.16% |
Expected volatility |  |  | 114.61% |
Conversion price |  | $ | 3.71 |
Stock price |  | $ | 5.50 |
The following table presents the changes in the fair value of derivative liability:
Schedule of changes in fair value of derivative liability |  |  |
|  | Warrant Liabilities |
Fair value as of November 1, 2024 (inception) |  | $ | 501,824 |
Change in fair value |  |  | 539,660 |
Fair value as of December 31, 2024 |  |  | 1,041,484 |
Change in fair value |  |  | (906,430 | )
Extinguishment of fair value of liability |  |  | (135,054 | )
Fair value as of December 31, 2025 |  | $ | – |
There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the years ended December 31, 2025 and 2024. On January 16, 2025, the Company entered into a convertible promissory note with YA II PN, LTD, a Cayman Islands exempt limited partnership (“Yorkville”), in the original principal amount of $1,100,000. Interest shall accrue on the outstanding balance of the note at an annual rate equal to 8%, subject to an increase to 18% upon an event of default as described in the note. The maturity date of the note is December 31, 2025. Yorkville may convert the note into shares of Common Stock at any time at a conversion price equal to the lower of (i) $20.00 (the “Fixed Price”) or (ii) a price per share equal to 95% of the lowest daily VWAP during the 5 consecutive trading days immediately prior to the conversion date of the note (the “Variable Price”), but which Variable Price shall not be lower than a floor price of $1.00 per share (the “Floor Price”). The Company internally refers to this note as YA Note-2. Additionally, the Company, at its option, shall have the right, but not the obligation, to redeem early a portion or all amounts outstanding under the note at a redemption amount equal to the outstanding principal balance being repaid or redeemed, plus a 5% prepayment premium, plus all accrued and unpaid interest; provided that (i) the Company provides Yorkville with no less than ten trading days’ prior written notice thereof and (ii) on the date such notice is issued, the VWAP of the Common Stock is less than the Fixed Price. An “Amortization Event” will occur under the terms of the Promissory Note if (i) the daily VWAP is less than the Floor Price for five trading days during a period of seven consecutive trading days, or (ii) the Company has issued has issued to Yorkville, pursuant to the transactions contemplated in the note and any integrated transactions, in excess of 99% of the Common Shares available under the Exchange Cap. During the year ended December 31, 2025, Yorkville elected to convert the entire outstanding principal balance on YA Note-2, the convertible promissory note with an outstanding principal balance of $1,100,000. Yorkville converted $1,100,000 of the principal balance and $43,397 of accrued interest into 158,582 shares of common stock at a weighted-average conversion price of $7.21 per share. After conversion, the principal balance of the note had a remaining balance of $0. During the year ended December 31, 2025, the Company recorded amortization of debt discount in the amount of $110,000 for the Convertible Note.

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