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Related Party Transactions
 9 Months Ended
Sep. 30, 2025
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 13 – RELATED PARTY TRANSACTIONS

 

During the nine months ended September 30, 2025 and 2024, the Company accrued $30,630 and $93,592, respectively, for dividends on the Series A preferred stock held by Mr. Yakov. On June 2, 2025, Mr. Yakov converted $529,000 of the accrual into 529,000 shares of common stock and forgave the remaining $45,479, which was credited to additional paid in capital. As of September 30, 2025 and December 31, 2024, total accrued dividends on the Series A preferred stock due to Mr. Yakov is $0 and $543,509, respectively.

 

On April 8, 2024, the Company entered into Amendment No. 1 (the “Amendment”) to the Employment Agreement with Mr. Yakov (the “Yakov Agreement”). The Amendment corrected a ministerial error in the terms relating to the exercise price of stock options awarded and automobile allowance for Mr. Yakov. The Amendment affirmed that the exercise price of stock options issued under the Agreement (the “Stock Options”) shall have a per share exercise price equal to One Cent ($0.01) and expire ten years after the date of grant. Each Stock Option granted shall become exercisable as follows: 50% upon the grant date, then 25% upon each of the second and third anniversary of the date on which it is granted. In addition, the notices provision of the Yakov Agreement was amended to the reflect the current business address of the Company.

 

On August 12, 2024, the Company entered into an agreement with Yakov Holdings, LLC, an entity controlled by Mr. Yakov wherebyYakov Holdings, LLC committed to loan to the Company up to Five Million Dollars ($5,000,000) (the “Yakov Holdings, LLC Loan”). The Yakov Holdings, LLC Loan is revolving in nature, allowing the Company to borrow, repay, and re-borrow amounts under the terms and conditions set forth herein, provided that the total outstanding amount shall not exceed Five Million Dollars ($5,000,000). The interest rate of the Yakov Holdings, LLC Loan is 12% and it matures on August 12, 2025. On August 12, 2025, Yakov Holdings, LLC agreed to extend the note to mature on August 12, 2026.  In addition, the Yakov Holdings, LLC Loan is secured by a first priority security interest for the benefit of Yakov Holdings, LLC over all of the assets of the Company.

 

On April 21, 2025 the Company agreed to convert the certain obligations owed to Ronny Yakov, Yakov Holdings, LLC and Patrick Smith at $1.00 per share. The common stock price was $1.04 per share. As a result, the Company recorded a loss on conversion of $175,763 during the nine months ended September 30, 2025. The following is a summary of the obligations subject to conversion:

 

Yakov Holdings, LLC Loan  $1,492,152 
Yakov accrued compensation   1,062,500 
Yakov accrued bonus   300,000 
Accrued interest   280,377 
    3,135,029 
      
Smith loan   19,000 
Smith accrued compensation   510,417 
Smith accrued bonus   150,000 
Smith accrued interest   50,642 
    730,059 
      
Total obligation converted  $3,865,088 
      
Shares issued   3,865,088 
Conversion price  $1.04 
   $4,040,851 
      
Loss on modification  $175,763 

 

On the grant date of April 22, 2025, the share price was set at $1.04 per share. The conversion price was set at $1.00 per share. The excess of the fair value of  the shares to be issued over the stated amount of the obligation was recorded as a loss on conversion of $175,763. 

On June 2, 2025, Mr. Yakov converted $1,772,529 of principal and interest into 1,772,529 shares of common stock. As of September 30, 2025 and December 31, 2024, the amount due to Yakov Holdings, LLC is $0 and $1,203,960, respectively.

 

During the nine months ended September 30, 2025 and 2024, Mr. Yakov made payments on behalf of the Company in the amount of $461,888 and $1,191,282, respectively.

 

On June 2, 2025, Mr. Smith converted $69,642 of principal and interest into 69,642 shares of common stock.

 

On June 2, 2025, Mr. Smith converted $510,417 and $150,000 of accrued salary and bonus, respectively, into 660,417 shares of common stock.

 

On June 2, 2025, Mr. Yakov converted $1,062,500 and $300,000 of accrued salary and bonus, respectively, into 1,362,500 shares of common stock.

 

During the nine months ended September 30, 2025, the Company issued 35,000 shares of common stock to its CFO for services. The shares were valued at $2.02, the closing stock price on the date of grant, for total non cash expense of $70,700.

 

During the nine months ended September 30, 2025, the Company issued 32,000 shares of common stock to its directors for services. The shares were valued at $2.02, the closing stock price on the date of grant, for total non cash expense of $64,640.