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NOTES PAYABLE
 9 Months Ended
Sep. 30, 2025
NOTES PAYABLE  
NOTES PAYABLE

NOTE 12 – NOTES PAYABLE

 

A summary of the Company’s third-party debt as of and for period ended September 30, 2025, and the year ended December 31, 2024 is presented below:

 

September 30, 2025

 

Trade

Facility

 

 

Third

Party

 

 

COVID

Loans

 

 

Total

 

Beginning balance, December 31, 2024

 

$1,397,385

 

 

$2,557,023

 

 

$154,505

 

 

$4,108,913

 

Proceeds

 

 

-

 

 

 

2,530,560

 

 

 

-

 

 

 

2,530,560

 

Payments

 

 

(352,050 )

 

 

(1,447,699 )

 

 

(8,145 )

 

 

(1,807,894 )

Recapitalization of debt

 

 

-

 

 

 

(4,490 )

 

 

-

 

 

 

(4,490 )

Foreign currency translation

 

 

186,840

 

 

 

338,651

 

 

 

17,789

 

 

 

543,280

 

Ending balance, September 30, 2025

 

 

1,232,175

 

 

 

3,974,045

 

 

 

164,149

 

 

 

5,370,369

 

Notes payable - long-term

 

 

-

 

 

 

(1,683,167 )

 

 

(114,244 )

 

 

(1,797,411 )

Notes payable - short-term

 

$1,232,175

 

 

$2,290,878

 

 

$49,905

 

 

$3,572,958

 

 

December 31, 2024

 

Trade

Facility

 

 

Third

Party

 

 

COVID

Loans

 

 

Total

 

Beginning balance, December 31, 2023

 

$1,908,195

 

 

$2,511,148

 

 

$186,884

 

 

$4,606,227

 

Proceeds

 

 

-

 

 

 

828,080

 

 

 

-

 

 

 

828,080

 

Payments

 

 

(388,163 )

 

 

(634,653 )

 

 

(22,806 )

 

 

(1,045,622 )

Foreign currency translation

 

 

(122,647 )

 

 

(147,552 )

 

 

(9,573 )

 

 

(279,772 )

Ending balance, December 31, 2024

 

 

1,397,385

 

 

 

2,557,023

 

 

 

154,505

 

 

 

4,108,913

 

Notes payable – long-term

 

 

-

 

 

 

(1,437,798 )

 

 

(122,635 )

 

 

(1,560,433 )

Notes payable - short-term

 

$1,397,385

 

 

$1,119,225

 

 

$31,870

 

 

$2,548,480

 

 

Our outstanding debt as of September 30, 2025 is repayable as follows:

 

 

 

September 30,

2025

 

2026

 

$3,568,467

 

2027

 

 

773,167

 

2028

 

 

636,545

 

2029

 

 

292,480

 

2030 and thereafter

 

 

95,219

 

Total debt

 

 

5,365,878

 

Less: notes payable - current portion

 

 

(3,572,958 )

Recapitalization of debt

 

 

4,491

 

Notes payable - long term portion

 

$1,797,411

 

Trade Facility Agreements

 

On May 12, 2017, SkyPharm entered into a Trade Finance Facility Agreement (the “TFF”) with Synthesis Structured Commodity Trade Finance Limited (the “Lender”) as amended on November 16, 2017, and May 16, 2018.

 

During the nine-month period ended September 30, 2025, the Company made principal repayments totaling €300,000 (approximately $352,050). As of September 30, 2025, the Company had an outstanding principal balance of €1,050,000 ($1,232,175), which is fully classified as “Notes Payable” in the Company’s consolidated balance sheets.

 

June 23, 2020 Debt Agreement

 

On June 23, 2020, the Company’s subsidiary, Cosmofarm, entered into an agreement with the National Bank of Greece S.A. (the “Bank”) to borrow a maximum of €500,000 ($611,500). The outstanding balance was €0 ($0) and €88,235 ($91,232) as of September 30, 2025 and December 31, 2024, respectively, of which $0 and $91,232 was classified as “Notes payable” respectively, on the accompanying consolidated balance sheets. During the nine-month period ended September 30, 2025, the Company repaid €88,235 ($103,544) of the principal balance. 

 

November 19, 2020 Debt Agreement

 

On November 19, 2020, the Company entered into an agreement with a third-party lender in the principal amount of €500,000 ($611,500). During the nine-month period ended September 30, 2025 the Company repaid €83,333 ($97,792) of the principal and as of September 30, 2025, the Company has accrued interest of €3,193 ($3,747) related to this note and a principal balance of €27,778 ($32,597), all of which is classified as “Notes payable” on the accompanying consolidated balance sheets.

 

July 30, 2021 Debt Agreement

 

On July 30, 2021, the Company entered into an agreement with a third-party lender in the principal amount of €500,000 ($578,850). During the nine-month period ended September 30, 2025, the Company repaid €88,044 ($103,319) of the principal. As of September 30, 2025, the Company had accrued interest of €18,545 ($21,763), principal of €118,299 ($138,824), all of which is classified as “Notes payable” on the accompanying consolidated balance sheets.

 

June 9, 2022 Debt Agreement

 

On June 9, 2022 the Company entered into an agreement with a third-party lender in the principal amount of €320,000 ($335,008), the “Note”. During the nine-month period ended September 30, 2025 the Company repaid €60,000 ($70,410) of the principal. As of September 30, 2025 and December 31, 2024 the Company has accrued interest of €2,699 ($3,168) and €8,352 ($8,645), respectively, and an outstanding balance of €120,000 ($140,820) and €180,000 ($186,318), respectively, of which $93,880 is classified as “Notes payable” on the accompanying consolidated balance sheets as of September 30, 2025.

July 14, 2023 Debt Agreement

 

On July 14, 2023, the Company entered into an agreement with a third-party lender in the principal amount of €1,000,000 ($1,123,700), the “Note”. During the nine-month period ended September 30, 2025 the Company repaid €162,950 ($191,222) of the principal. As of September 30, 2025 and December 31, 2024 the Company has accrued interest of €14,594 ($17,126) and €16,735 ($17,322), respectively, and an outstanding balance of €651,800 ($764,887) and €814,750 ($843,348), of which $254,780 is  classified as “Notes payable” on the accompanying consolidated balance sheets as of September 30, 2025.

 

Cloudscreen Promissory Note

 

On January 23, 2024, the Company completed the acquisition of Cloudscreen, a cutting-edge Artificial Intelligence (AI) powered platform. The total purchase price amounted to $637,080 and consisted of 280,000 shares of common stock with a fair value of $319,200 and an amount of $317,880 to be settled in cash during 2024 based on the Promissory Note signed on October 10, 2023. During the nine-month period ended September 30, 2025 the Company repaid $34,268 of the principal. As of September 30, 2025, and December 31, 2024, the Company had an outstanding balance of $281,640 and $279,348 all of which is classified as “Notes payable” on the accompanying consolidated balance sheets.

 

July 29, 2024 Debt Agreement

 

On July 29, 2024 the Company entered into an agreement with a third-party lender in the principal amount of €400,000 ($432,760), the “Note”. During the nine-month period ended September 30, 2025, the Company repaid principal of €41,486($48,684). As of September 30, 2025, and December 31, 2024 the Company had an outstanding balance of €358,514 ($420,716) and €400,000 ($414,040), of which $104,311 is classified as “Notes payable” on the accompanying consolidated balance sheets as of September 30, 2025.

 

December 20, 2024 Debt Agreement

 

On December 20, 2024 the Company entered into an agreement with a third-party lender in the principal amount of €400,000 ($414,040), the “Note”. During the nine-month period ended September 30, 2025, the Company repaid principal of €66,667($78,233). As of September 30, 2025, and December 31, 2024 the Company has accrued interest of €3,468 ($4,070) and €794 ($821), respectively, and an outstanding balance of €333,333 ($391,167) and €400,000 ($414,040), of which $156,467 is classified as “Notes payable” on the accompanying consolidated balance sheets as of September 30, 2025.

 

January 27, 2025 Debt Agreement

 

On January 27, 2025, the Company entered into a bond loan agreement with Attica Bank, providing for maximum borrowings of up to €2,200,000 ($2,357,120). Under the terms of the facility, the Company received initial proceeds of €700,000 ($749,600), which were classified as Notes Payable in the Company’s consolidated financial statements. The remaining borrowing capacity of €1,500,000 ($1,619,400) is available to the Company on a revolving basis, subject to the provision of qualifying checks receivable as collateral. These subsequent drawdowns are classified as Lines of Credit due to their secured and contingent nature. The facility bears interest at a floating rate of 2.95% plus the applicable 6-month Euribor (2.09% as of September 30, 2025). The Note Payable portion of the facility is to be repaid in 10 equal semiannual installments of €70,000 commencing on July 27, 2026. During the 9-month period ended September 30, 2025, the Company repaid principal of €70,000 ($82,145). As of September 30, 2025, and December 31, 2024 the Company has accrued interest of €20,467 ($24,229) and €0 ($0), respectively, and an outstanding balance of €630,000 ($739,305) and €0 ($0), of which $164,290 is classified as “Notes payable -” on the accompanying consolidated balance sheets as of September 30, 2025.

.

May 29, 2025 Debt agreement

 

On May 29, 2025, the Company entered into a business loan agreement (the “Note”) with a third-party lender in the principal amount of $525,000. The Note carried debt issuance fees of $25,000, which are being amortized over the life of the loan. The loan is short-term in nature, as it is scheduled to be fully repaid by December 15, 2025, through weekly installments. The Note bears fixed total interest of $231,000, which is being accrued evenly over the term of the loan and is payable together with the principal installments. During the nine-month period ended September 30, 2025, the Company made aggregate principal and interest repayments totaling $459,000. As of September 30, 2025, the Company had an outstanding balance of $297,000, all of which is classified as “Notes payable” on the accompanying consolidated balance sheets.

 

COVID-19 Loans

 

On May 12, 2020, the Company’s wholly owned subsidiary, SkyPharm SA, was granted a loan from the Greek government in the amount of €300,000 (approximately $366,900). During the nine-month period ended September 30, 2025, an additional principal repayment of €4,688 (approximately $5,501) was made. As of September 30, 2025, and December 31, 2024 the Company has an outstanding balance of €98,438 ($115,516) and €103,125 ($106,745), of which $33,005 is classified as “Notes payable” on the accompanying consolidated balance sheets as of September 30, 2025.

 

On June 24, 2020, the Company’s subsidiary, Decahedron, received a loan £50,000 ($68,310) from the UK government. As of September 30, 2025, and December 31, 2024 the Company has an outstanding balance of £36,177 ($48,632) and £ 38,144 ($47,761), of which $16,900 is classified as “Notes payable - long term portion” on the accompanying consolidated balance sheets as of September 30, 2025.

 

None of the above loans were made by any related parties.