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Debt
 6 Months Ended
Jun. 30, 2026
Debt [Abstract]  
DEBT

NOTE 10 —  DEBT

 

Convertible Notes

 

At various dates during the first quarter of 2024, the Company issued convertible notes of $527,500 to meet our working capital requirements. At various dates during September and October 2024, the Company and three separate investors amended their respective convertible notes, resulting in a total of approximately an additional 2,707 common shares due upon conversion.

 

During the three months ended March 31, 2025, holders converted an aggregate of $527,500 principal amount of convertible notes into 67,895 shares of common stock. As of June 30, 2026, convertible notes representing 1,800 shares remained outstanding and subject to conversion.

 

Short-term Notes Payable

 

D. Boral Capital LLC

 

On February 1, 2024, the Company executed a Promissory Note with EF Hutton LLC (now known as D. Boral Capital LLC) (“D. Boral”), totaling $2,200,000, to cover underwriters’ fees associated with the closure of the Company’s Merger with HBC. In the case of an event of default, this Note shall bear interest at a rate of 24% per annum until such event of default is cured. The principal amount of this Promissory Note is payable on designated dates, with $183,333 scheduled on the first business day of each month until the final payment on March 1, 2025. As of December 31, 2025, the Company was in default of the Promissory Note due to non-payment of scheduled installments, and the default was continuing as of June 30, 2026. The Promissory Note accrues interest at the default rate of 24% per annum. In June 2026, EF Hutton filed a complaint against the Company in the Supreme Court of the State of New York, County of New York, seeking payment of the outstanding principal, accrued interest, and costs and disbursements. The full amount of principal and accrued default interest is reflected in the Company’s condensed consolidated balance sheet. See Note 6.

 

The outstanding balance of the Promissory Note amounted to $1,025,824 as of June 30, 2026 and December 31, 2025. The accrued but unpaid interest on the Promissory Note totaled approximately $359,823 and $235,356 as of June 30, 2026 and December 31, 2025, respectively.

 

Benesch Friedlander Coplan & Aronoff LLP

 

On April 29, 2024, the Company executed a Promissory Note with Benesch Friedlander Coplan & Aronoff LLP (“Benesch”) in the original principal amount of $670,000, bearing interest at 7% per annum. The note was subsequently amended in November 2024 and August 2025 to, among other things, capitalize unpaid interest, increase the interest rate to 10% per annum, and extend the maturity date to May 31, 2025. The outstanding principal balance was $621,732 as of December 31, 2025, with accrued but unpaid interest of approximately $28,614.

 

During the three months ended June 30, 2026, the Company repaid the Benesch note in full, including all accrued interest. As of June 30, 2026, no amounts remained outstanding under the note.

 

Great Point Capital, LLC

 

On October 29, 2025, the Company executed an unsecured Promissory Note with Great Point Capital, LLC (the “Noteholder”) in the principal amount of $1,000,000. The Note bears interest at a rate of 8.0% per annum, payable quarterly in arrears. The Note matures on October 25, 2026 or the date on which all amounts become immediately due and payable following a Nasdaq delisting notice that would result in the Company’s common stock no longer trading on any Nasdaq market. In the event of a default, the Note bears interest at the Default Rate of 10% per annum.

 

The Note contains customary representations, warranties, and covenants of the Company and provides for events of default, including nonpayment of principal or interest, breaches of representations, insolvency events, and delisting of the Company’s common stock from Nasdaq. Upon an event of default, the Noteholder may declare all outstanding principal and accrued interest immediately due and payable. The accrued but unpaid interest on the Promissory Note totaled approximately $22,171 and $14,685 as of June 30, 2026 and December 31, 2025, respectively.

 

The outstanding balance of Short-term Notes Payable amounted to $2,003,386 and $2,647,556 as of June 30, 2026 and December 31, 2025, respectively.

 

Notes Payable — Related Party

 

As of June 30, 2026, the Company had two promissory notes outstanding with Madison Bond LLC, a significant stockholder, in the aggregate principal amount of $150,000: (i) a note dated May 7, 2026 in the principal amount of $75,000, bearing interest at 16% per annum and maturing on August 7, 2026, and (ii) a note dated May 11, 2026 in the principal amount of $75,000, bearing no interest and maturing on November 11, 2026, each with the entire principal due in a balloon payment at maturity. Accrued interest on the May 7 note of $1,775 was outstanding as of June 30, 2026. The notes and accrued interest are presented within short-term notes payable - related party on the condensed consolidated balance sheet. No amounts were outstanding under related party notes as of December 31, 2025. See Note 5 for additional information regarding these notes and the Company’s other transactions with Madison Bond.