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CONVERITBLE NOTE PAYABLE, RELATED PARTY
 9 Months Ended
Sep. 30, 2025
Debt Disclosure [Abstract]  
CONVERITBLE NOTE PAYABLE, RELATED PARTY

NOTE 6 — CONVERITBLE NOTE PAYABLE, RELATED PARTY

 

On April 9, 2025, the Company issued a series of promissory notes (the “Notes”) in the aggregate amount of $800,000, to Mr. Neal Goldman, Ms. Benedetta Casamento, and Dr. Didier Demesmin, each of whom is a director of the Company.  The Notes are due April 9, 2028, and bear interest at the annual rate of prime less 2.50%, payable annually. All principal and interest shall be payable in cash and/or shares of common stock at the sole discretion of the Company.

 

The Notes are convertible into shares of common stock by the holder at any time and by the Company at maturity. If the Company sells equity securities for gross proceeds in excess of $4,000,000, the holders may request repayment of their note in either cash, shares of common stock or a combination of cash and shares; provided, that the holders would then be entitled to receive only so much cash as the net proceeds to the Company in such sale of equity securities, after payment of other indebtedness and other uses (other than working capital) specified as a use of the proceeds in the relevant offering or disclosure documentation, shall be in excess of $4,000,000. Upon a liquidation event of the Company, as defined in the Notes which includes a sale of the Company or assets, a merger, reorganization or combination transaction where the shareholders before the transaction own less than 50% of the Company after the transaction and a liquidation, dissolution or winding-up of the Company, the Notes will be repaid in cash or its portion of any non-cash consideration. The conversion rate for any issuance of shares of common stock will be at the then fair value of a share of common stock, with the fair value being determined with reference to the public market price of a share of common stock based on the average of the 15 most recent trading days, but not less than $0.50. The Notes are unsecured and have typical default terms. As of September 30, 2025, the Notes were convertible into 1,530,612 shares of common stock based on an average trading price of $0.52 per share. For the three and nine months ended September 30, 2025, the Company recognized approximately $10,000 and $19,222 of interest expenses related to convertible note related party respectively.