XML 22 R8.htm IDEA: XBRL DOCUMENT
v3.26.1

Insider Trading Arrangements | 12 Months Ended
--- | ---
Dec. 31, 2025
Trading Arrangements, by Individual [Table] |
Material Terms of Trading Arrangement | Item 9B. Other Information. Unregistered Sales of Equity Securities The following are certain unregistered sales of securities which occurred in the year ended December 31, 2025 and more recently Securities Issuances Form June 2025 through December 2025, the Company sold and issued a total of 1,300 shares of Series A-1, which by their terms are convertible into up to 1,040,000 shares of Common Stock, 325,000 Class A Warrants to Purchase Common Stock, and 325,000 Class B Warrants to Purchase Common Stock, for total gross proceeds of $1,300,000. From January 27, 2026 through April 14, 2026, the Company sold and issued a total of 4,840,254 such shares of Common Stock under the ELOC Agreement with C/M, for total gross proceeds of $1,917,709. During the year ended December 31, 2025 the Company issued and sold a total of 1,300 shares of Series A-1 preferred stock for total gross proceeds of $1,300,000 During the year ended December 31, 2025, the Company sold and issued a total of $3,296,560 of convertible promissory notes in exchange for total gross proceeds of $3,296,560. These convertible promissory notes are convertible into a total of 7,418,485 shares of Common Stock. Each of the transactions set forth above was exempt from registration pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 thereunder as a transaction not involving a public offering. Securities Conversions or Exchanges During the year ended December 31, 2025, the Company issued a total of 126,760 shares of Series B convertible stock for settlement of $12,670,435 of convertible notes and accrued interest. During the year ended December 31, 2025, the Company issued a total of 328,799 shares of Common Stock in connection with conversions of a total of 3,979 shares of Series B. During the year ended December 31, 2025, the Company issued a total of 224,541 shares of Common Stock in connection with conversions of a total of $2,502,246 of notes payable and accrued interest. In December 2025, the Company entered into agreements to issue a total of 113,636 shares of Common Stock and 1,136 shares of Series D Convertible Preferred Stock (the “Series D”) to holders of options to purchase a total of up to $600,000 shares of Common Stock in exchange for the termination of such options. Each share of Series D is convertible into 100 shares of Common Stock, subject to beneficial ownership limitations and compliance with the rules of the NYSE American. During the period January 1, 2026 to April 10, 2026 a total of 15,501 shares of series B preferred stock were converted into 1,240,120 shares of common stock. In February 2026 a convertible note in the amount of $30,000 was converted into 266,700 shares of common stock. Other Disclosure The disclosure set forth in “Item 1 – Business – Costa Rica Water” is incorporated herein by reference. The disclosure se forth in “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Warrants” is incorporated herein by reference Rule 10b5-1 and Non-Rule 10b5-1 Plans During the three-month period ended December 31, 2025, no officer or director has adopted any Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement within the meaning of Item 408 of Regulation S-K promulgated under the Securities Act of 1933.
Rule 10b5-1 Arrangement Adopted | true
Non-Rule 10b5-1 Arrangement Adopted | true
Rule 10b5-1 Arrangement Terminated | true
Non-Rule 10b5-1 Arrangement Terminated | true

X
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-K -Number 229 -Section 408 -Subsection a -Paragraph 1 + Details
Name: | ecd_MtrlTermsOfTrdArrTextBlock
Namespace Prefix: | ecd_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-K -Number 229 -Section 408 -Subsection a -Paragraph 1 + Details
Name: | ecd_NonRule10b51ArrAdoptedFlag
Namespace Prefix: | ecd_
Data Type: | xbrli:booleanItemType
Balance Type: | na
Period Type: | duration

X
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-K -Number 229 -Section 408 -Subsection a -Paragraph 1 + Details
Name: | ecd_NonRule10b51ArrTrmntdFlag
Namespace Prefix: | ecd_
Data Type: | xbrli:booleanItemType
Balance Type: | na
Period Type: | duration

X
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-K -Number 229 -Section 408 -Subsection a -Paragraph 1 + Details
Name: | ecd_Rule10b51ArrAdoptedFlag
Namespace Prefix: | ecd_
Data Type: | xbrli:booleanItemType
Balance Type: | na
Period Type: | duration

X
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-K -Number 229 -Section 408 -Subsection a -Paragraph 1 + Details
Name: | ecd_Rule10b51ArrTrmntdFlag
Namespace Prefix: | ecd_
Data Type: | xbrli:booleanItemType
Balance Type: | na
Period Type: | duration

X
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-K -Number 229 -Section 408 -Subsection a -Paragraph 2 -Subparagraph A + Details
Name: | ecd_TradingArrByIndTable
Namespace Prefix: | ecd_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration