Dolphin Entertainment, Inc.

Previous wording

Through our subsidiaries, 42West LLC (“42West”), The Door Marketing Group LLC (“The Door”), Shore Fire Media, Ltd (“Shore Fire”), The Digital Dept, LLC (“The Digital Dept.”) formerly known as Socialyte LLC (“Socialyte”) and Be Social Relations LLC (“Be Social”) that merged effective January 1, 2024, Special Projects Media, LLC (“Special Projects”), Always Alpha Sports Management, LLC (“Always Alpha”) and Elle Communications, LLC (“Elle”) we provide expert strategic marketing and publicity services to many of the top brands, both individual and corporate, in the motion picture, television, music, gaming, culinary, hospitality, lifestyle and charitable industries. 42West (Film and Television, Gaming), Shore Fire (Music), The Door (Culinary, Hospitality, Lifestyle) and Elle (Impact, Philanthropy, Non-Profit) are each recognized global public relations (“PR”) and marketing leaders for the industries they serve. As a group, they were recognized as the #1 PR firm in the country in the prestigious Observer rankings earlier this year. The Digital Dept. provides influencer marketing capabilities through divisions dedicated to influencer talent management, brand campaign strategy and execution, and influencer event ideation and production. Always Alpha is a talent management firm primarily focused on representing female athletes, broadcasters and coaches. Special Projects is the entertainment industry’s leading celebrity booking firm, specializing in uniting brands and events with celebrities and influencers across the entertainment, media, fashion, consumer product and tech industries. Dolphin’s legacy content production business, Dolphin Films, founded by our Emmy-nominated Chief Executive Officer, Bill O’Dowd, has produced multiple feature films and award-winning digital series, primarily aimed at family and young adult markets.

Current wording

Through our subsidiaries, 42West LLC (“42West”), The Door Marketing Group LLC (“The Door”), Shore Fire Media, Ltd (“Shore Fire”), The Digital Dept, LLC (“The Digital Dept.”) formerly known as Socialyte LLC (“Socialyte”) and Be Social Public Relations LLC (“Be Social”) that merged effective January 1, 2024, Special Projects Media, LLC (“Special Projects”), Always Alpha Sports Management, LLC (“Always Alpha”) and Elle Communications, LLC (“Elle”) we provide expert strategic marketing and publicity services to many of the top brands, both individual and corporate, in the motion picture, television, music, gaming, culinary, hospitality, lifestyle and charitable industries. 42West (Film and Television, Gaming), Shore Fire (Music), The Door (Culinary, Hospitality, Lifestyle) and Elle (Impact, Philanthropy, Non-Profit) are each recognized global public relations (“PR”) and marketing leaders for the industries they serve. As a group, they were recognized as the #1 PR firm in the country in the prestigious Observer rankings earlier this year. The Digital Dept. provides influencer marketing capabilities through divisions dedicated to influencer talent management, brand campaign strategy and execution, and influencer event ideation and production. Always Alpha is a talent management firm primarily focused on representing female athletes, broadcasters and coaches. Special Projects is the entertainment industry’s leading celebrity booking firm, specializing in uniting brands and events with celebrities and influencers across the entertainment, media, fashion, consumer product and tech industries. Dolphin’s legacy content production business, Dolphin Films, founded by our Emmy-nominated Chief Executive Officer, Bill O’Dowd, has produced multiple feature films and award-winning digital series, primarily aimed at family and young adult markets.

Previous wording

In June 2022, we entered into an agreement with IMAX Corporation (“IMAX”) to co-produce and co-finance a documentary motion picture on the flight demonstration squadron of the United States Navy called the Blue Angels. IMAX and Dolphin each agreed to fund 50% of the production budget and . we paid $2,250,000 related to productions costs of The Blue Angels in connection with this agreement. IMAX entered into an acquisition agreement with Amazon Content Services LLC, (the “Amazon Agreement”) for the distribution rights of The Blue Angels and during the quarter ended March 31, 2024, we recorded $3,421,141 of revenue related to the Amazon Agreement. The Blue Angels documentary motion picture was released in theatres on May 17, 2024 and began streaming on Amazon Prime Video on May 23, 2024.

Current wording

In June 2022, we entered into an agreement with IMAX Corporation (“IMAX”) to co-produce and co-finance a documentary motion picture on the flight demonstration squadron of the United States Navy called the Blue Angels. IMAX and Dolphin each agreed to fund 50% of the production budget and we paid $2,250,000 related to production costs of The Blue Angels in connection with this agreement. IMAX entered into an acquisition agreement with Amazon Content Services LLC, (the “Amazon Agreement”) for the distribution rights of The Blue Angels and during the six months ended June 30, 2024, we recorded $3,421,141 of revenue related to the Amazon Agreement. The Blue Angels documentary motion picture was released in theatres on May 17, 2024 and began streaming on Amazon Prime Video on May 23, 2024.

Previous wording

In February 2025, Dolphin Films partnered with Aircraft Productions of Toronto, Canada to produce a re-boot of the popular 1986 MGM hockey movie “Youngblood.” The film is expected to be completed and ready for delivery in the second half of 2025.

Current wording

In February 2025, Dolphin Films partnered with Aircraft Productions of Toronto, Canada to produce a re-boot of the popular 1986 MGM hockey movie “Youngblood.” The film is expected to be completed and ready for a premiere at the Toronto Film Festival in September 2025.

Previous wording

For the three months ended March 31, 2025 and 2024, we derived a majority of our revenues from our entertainment publicity and marketing segment. During the three months ended March 31, 2024, we generated income in our content production segment related to the The Blue Angels documentary motion picture.

Current wording

For the three months ended June 30, 2025 and 2024, we derived a majority of our revenues from our entertainment publicity and marketing segment. During the six months ended June 30, 2024, we generated income in our content production segment related to The Blue Angels documentary motion picture and during the six months ended June 30, 2025, we generated income in our content production segment related to sales of our motion picture Believe released in 2013.

Previous wording

The table below sets forth the percentage of total revenue derived from our segments for the three months ended March 31, 2025 and 2024:

Current wording

The table below sets forth the percentage of total revenue derived from our segments for the three and six months ended June 30, 2025 and 2024:

Previous wording

For the three months ended March 31, 2025 and 2024, other income and expenses consisted primarily of: (1) changes in fair value of convertible notes; (2) interest income; and (3) interest expense. For the three months ended March 31, 2024, other income and expenses also included the change in fair value of the outstanding warrants.

Current wording

For the three months ended June 30, 2025 and 2024, other expense (income) consisted primarily of: (1) changes in fair value of convertible notes; (2) interest income; and (3) interest expense. For the three and six months ended June 30, 2025, other expense (income) also included loss of extinguishment of debt. For the six months ended June 30, 2024, other expense (income) also included the change in fair value of the outstanding warrants.

Previous wording

Three months ended March 31, 2025 as compared to three months ended March 31, 2024

Current wording

Three and six months ended June 30, 2025 as compared to three and six months ended June 30, 2024

Previous wording

For the three months ended March 31, 2025 and 2024 revenues were as follows:

Current wording

For the three and six months ended June 30, 2025 and 2024 revenues were as follows:

Previous wording

Revenues from entertainment publicity and marketing increased by approximately $0.3 million for the three months ended March 31, 2025, respectively, as compared to the same period in the prior year. The increase for the three months ended March 31, 2025, is primarily driven by the inclusion of $861 thousand in revenues of Elle that were not present in 2024 offset by a decrease in the revenues of Viewpoint that ceased operations on June 30, 2024.

Current wording

Revenues from entertainment publicity and marketing increased by approximately $2.6 million for the three months ended June 30, 2025, as compared to the same period in the prior year. The increase for the three months ended June 30, 2025, is primarily driven by the inclusion of approximately $0.9 million in revenues of Elle that were not present in 2024, an increase in revenues of approximately $0.8 million in The Digital Dept., an increase in revenues of approximately $0.6 million in Special Projects, and an increase of revenue of approximately $0.3 million in The Door, offset by a decrease in the revenues of Viewpoint that ceased operations during the three months ended June 30, 2024. Revenue from entertainment publicity and marketing increased by $2.9 million for the six months ended June 30, 2025, as compared to the same period in the prior year. The increase for the six months ended June 30, 2025, is primarily driven by the inclusion of $1.8 million in revenues of Elle that were not present in 2024, an increase of $1.5 million in The Digital Dept., and an increase in revenues of approximately $0.6 million in revenues of Special Projects, offset by a decrease in revenues of Viewpoint that ceased operations during the three months ended June 30, 2024.

Previous wording

Revenues from content production decreased by approximately $3.3 million during the three months ended March 31, 2025, compared to the same period in the prior year. The decrease was related to revenue from the Amazon Agreement for The Blue Angels documentary film that was released in 2024.

Current wording

Revenues from content production decreased by approximately $3.3 million during the six months ended June 30, 2025, compared to the same period in the prior year. The decrease was related to revenue from the Amazon Agreement for The Blue Angels documentary film that was released in 2024.

Previous wording

For the three months ended March 31, 2025 and 2024, our expenses were as follows:

Current wording

For the three and six months ended June 30, 2025 and 2024, our expenses were as follows:

Previous wording

Direct costs decreased by approximately $2.0 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. The decrease in direct costs for the three months ended March 31, 2025 is directly attributable to $1.8 million of capitalized production costs being amortized for the production of The Blue Angels that was recorded in during the three months ended March 31, 2024. During the three months ended March 31, 2025, the Company did not amortize capitalized production costs related to The Blue Angels film.

Current wording

Direct costs increased by approximately $0.5 million in the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. The increase of direct costs is attributed to cost incurred of approximately $0.3 million for The Digital Dept. showrooms, during the three months ended June 30, 2025. Direct costs decreased by approximately $1.4 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. The decrease in direct costs for the six months ended June 30, 2025 is directly attributable to approximately $1.8 million of capitalized production costs being amortized for the production costs of The Blue Angels that was recorded during the six months ended June 30, 2024. The decrease was offset by an increase of direct cost of approximately $0.4 million for The Digital Dept. event. During the six months ended June 30, 2025, the Company did not amortize capitalized production costs related to The Blue Angels documentary film.

Previous wording

Payroll and benefits expenses increased by approximately $0.7 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024, primarily due to the inclusion of the Elle payroll expenses in the three months ended March 31, 2025.

Current wording

Payroll and benefits expenses increased by approximately $1.1 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, primarily due to the inclusion of the Elle and Always Alpha payroll expenses of approximately $0.9 million in the three months ended June 30, 2025. Payroll and benefits increased by approximately $1.8 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily due to the inclusion of the Elle and Always Alpha payroll expenses of approximately $1.9 million in the six months ended June 30, 2025.

Previous wording

Selling, general and administrative expenses decreased by approximately $0.2 million, for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. The decrease is mainly due to a decrease in office rent expense from the expiration of two of our leases in December 2024.

Current wording

Selling, general and administrative expenses increased by approximately $0.06 million, for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, due to the inclusion of Elle and Always Alpha’s selling, general, and administrative expenses of $0.1 million that were not included in the same period of the prior year, and an increase of $0.03 million in travel expenses. The increase is offset by the decrease in office rent expense of $0.08 million from the expiration of two of our leases in December 2024. Selling, general and administrative expenses decreased by approximately $0.15 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. The decrease is mainly due to a decrease in office rent expense of $0.1 million from the expiration of two of our leases in December 2024.

Previous wording

Acquisition costs for the three months ended March 31, 2025 were $0.4 million, related to an agreed upon payment to the Special Projects Sellers related to the working capital adjustment. There was no acquisition costs recorded for the three months ended March 31, 2024.

Current wording

Acquisition costs for the six months ended June 30, 2025 were approximately $0.4 million, related to an agreed upon payment to the Special Projects Sellers related to the working capital adjustment. There were no acquisition costs recorded for the three months ended June 30, 2025 and the three and six months ended June 30, 2024.

Previous wording

Depreciation and amortization increased by $38 thousand for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024. The increase in depreciation and amortization expense are related primarily to the amortization of Elle’s intangibles assets, such as the trade name and customers list, during the three months ended March 31, 2025, which were not present in the same period of the prior year.

Current wording

Depreciation and amortization increased by approximately $0.04 million and $0.07 million, for the three and six months ended June 30, 2025, respectively, as compared to the three and six months ended June 30, 2024. The increase in depreciation and amortization expense are related primarily to the amortization of Elle’s intangibles assets, such as the trade name and customers list, during the three and six months ended June 30, 2025, which were not present in the same period of the prior year.

Previous wording

Legal and professional fees decreased by $133 thousand for the three months ended March 31, 2025, as compared to same period of the prior year. The decrease is primarily due to cost savings of bringing the financial reporting in-house during the three months ended March 31, 2025.

Current wording

Legal and professional fees increased by approximately $0.04 million for the three months ended June 30, 2025, as compared to same period of the prior year. The increase is primarily due to legal fees incurred in connection with employee related contracts. Legal and professional fees decreased by $0.1 million for the six months ended June 30, 2025 as compared to the same period in the prior year. The decrease is primarily due to a decrease in the usage of consultants for our financial reporting.

Previous wording

Change in fair value of convertible notes– We elected the fair value option for one convertible note issued in 2020. The fair value of this convertible note is remeasured at every balance sheet date and any changes are recorded on our condensed consolidated statements of operations. For the three months ended March 31, 2025, we recorded a gain in the change in fair value of the convertible note issued in 2020 in the amount of $20.0 thousand. For the three months ended March 31, 2024, we recorded a gain in fair value of the convertible note issued in 2020 in the amount of $25.0 thousand. None of the decrease in the value of the convertible note was attributable to instrument specific credit risk and as such, all the gain or loss in the change in fair value was recorded within net loss.

Current wording

Change in fair value of convertible notes– We elected the fair value option for one convertible note issued in 2020. The fair value of this convertible note is remeasured at every balance sheet date and any changes are recorded on our condensed consolidated statements of operations. For the three and six months ended June 30, 2025, we recorded a gain in the change in fair value of the convertible note issued in 2020 in the amount of $0.05 million and $0.07 million, respectively. For the three and six months ended June 30, 2024, we recorded a gain in fair value of the convertible note issued in 2020 in the amount of $0.04 million and $0.07 million, respectively. None of the decrease in the value of the convertible note was attributable to instrument specific credit risk and as such, all the gain or loss in the change in fair value was recorded within net loss.

Previous wording

Change in fair value of warrant– The warrant issued with the convertible note payable at fair value issued in 2020 was initially measured at fair value at the time of issuance and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date, with changes in estimated fair value of the warrant liability recognized as other income or expense. The change in fair value of the 2020 warrant that was not exercised decreased minimally for the three months ended March 31, 2024. For the three months ended March 31, 2025, there was no change in fair value.

Current wording

Change in fair value of warrant– The warrant issued with the convertible note payable at fair value issued in 2020 was initially measured at fair value at the time of issuance and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date, with changes in estimated fair value of the warrant liability recognized as other income or expense. The change in fair value of the 2020 warrant that was not exercised decreased minimally for the six months ended June 30, 2024. For the three and six months ended June 30, 2025 and the three months ended June 30, 2024, there was no change in fair value. The warrant expires on September 4, 2025.

Previous wording

Interest income– Interest income remained consistent for the three months ended March 31, 2025 as compared to same period of the prior year.

Current wording

Interest income– The increase of interest income was inconsequential for the three and six months ended June 30, 2025 as compared to same period of the prior year.

Previous wording

Interest expense– Interest expense increased by $56.5 thousand for the three months ended March 31, 2025, respectively, as compared to the same period in the prior year. The increases were primarily due to the new convertible and nonconvertible notes entered into during the first quarter of 2025 and the second term loan outstanding during 2025 as compared to the same period in the prior year.

Current wording

Interest expense– Interest expense increased by approximately $0.04 million and $0.1 million for the three and six months ended June 30, 2025, respectively, as compared to the same periods in the prior year. The increases were primarily due to the new convertible and nonconvertible notes entered into during the six months ended June 30, 2025 and the second term loan outstanding during 2025 as compared to the same period in the prior year.

Previous wording

We recorded an income tax expense of approximately $21.5 thousand for the three months ended March 31, 2025, respectively, and approximately $31.1 thousand for the three months ended March 31, 2024, respectively, which reflects the accrual of a valuation allowance in connection with the limitations of our indefinite lived tax assets to offset our indefinite lived tax liabilities. To the extent the tax assets are unable to offset the tax liabilities, we have recorded a deferred expense for the tax liability (a “naked credit”).

Current wording

We recorded an income tax expense of approximately $0.02 million and $0.04 million for the three and six months ended June 30, 2025, respectively, and approximately $0.02 million and $0.05 million for the three and six months ended June 30, 2024, respectively, which reflects the accrual of a valuation allowance in connection with the limitations of our indefinite lived tax assets to offset our indefinite lived tax liabilities. To the extent the tax assets are unable to offset the tax liabilities, we have recorded a deferred expense for the tax liability (a “naked credit”).

Previous wording

Net loss was approximately $2.3 million or ($0.21) per share based on 11,162,026 weighted average shares outstanding for both basic loss per share and fully diluted loss per share, for the three months ended March 31, 2024. Net loss was approximately $0.3 million or ($0.04) per share based on 9,238,913 weighted average shares outstanding for basic loss per share and $0.04 per share based on 9,302,851 weighted average shares outstanding for fully diluted loss per share for the three months ended March 31, 2024. The change in net loss for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024, is related to the factors discussed above.

Current wording

Net loss was approximately $1.4 million or $(0.13) per share based on 11,168,572 weighted average shares outstanding for basic loss per share and $1.5 million or $(0.13) per share based on 11,232,511 fully diluted loss per share, for the three months ended June 30, 2025. Net loss was approximately $1.62 million or $(0.17) per share based on 9,723,155 weighted average shares outstanding for basic loss per share and $1.65 million or $(0.17) fully diluted loss per share based on 9,787,094 weighted average shares for the three months ended June 30, 2024. The change in net loss for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, is related to the factors discussed above.

Previous wording

Cash used in operating activities was $1.7 million for the three months ended March 31, 2025, a change of $0.5 million from cash used in operating activities of $1.2 million for three months ended March 31, 2024. The increase in cash used in operating activities was primarily a result of a $2.0 million increase in net loss for the period, a decrease of $2.0 million non-cash items such as depreciation and amortization, bad debt expense, share-based compensation, amortization of capitalized production costs, and other non-cash losses, which was offset by the net change in working capital.

Current wording

Cash used in operating activities was approximately $0.2 million for the six months ended June 30, 2025, a change of approximately $0.9 million from cash provided by operating activities of approximately $0.7 million for six months ended June 30, 2024. The increase in cash used in operating activities was primarily a result of an approximately $2.1 million increase in net loss for the period, a decrease of approximately $1.5 million non-cash items such as depreciation and amortization, bad debt expense, share-based compensation, loss on extinguishment of debt, amortization of capitalized production costs, and other non-cash losses, which was offset by an increase of approximately $2.5 million net change in working capital.

Previous wording

Cash flows used in investing activities for the three months ended March 31, 2025 was inconsequential. There were no cash flows used in investing activities for the three months ended March 31, 2024.

Current wording

Cash flows used in investing activities for the six months ended June 30, 2025 was inconsequential. Cash flows used in investing activities for the six months ended June 30, 2024 were $1.13 million, mainly related to the issuance of notes receivable to Midnight Theatre, a prior joint venture.

Previous wording

Cash flows provided by financing activities for the three months ended March 31, 2024 were $1.1 million, which mainly related to:

Current wording

Cash flows provided by financing activities for the six months ended June 30, 2025 were approximately $0.7 million, which mainly related to:

Previous wording

Cash flows provided by financing activities for the three months ended March 31, 2025 were $586 thousand, which mainly related to:

Current wording

Cash flows provided by financing activities for the six months ended June 30, 2024 were approximately $2.8 million, which mainly related to:

Previous wording

Total debt amounted to $23.0 million as of March 31, 2025, compared to $22.4 million as of December 31, 2024, an increase of $597.1 thousand, primarily related to an increase in convertible and nonconvertible promissory notes, offset by the repayment of the term loan.

Current wording

Total debt amounted to $23.5 million as of June 30, 2025, compared to $22.4 million as of December 31, 2024, an increase of $1.1 million, primarily related to an increase in convertible and nonconvertible promissory notes, offset by the repayment of the term loan.

Previous wording

Our debt obligations in the next twelve months from March 31, 2025 are approximately $5.5 million. We expect our current cash position, cash expected to be generated from our operations and other availability of funds, as detailed below, to be sufficient to meet our debt requirements.

Current wording

Our debt obligations in the next twelve months from June 30, 2025 are approximately $5.6 million. We expect our current cash position, cash expected to be generated from our operations and other availability of funds, as detailed below, to be sufficient to meet our debt requirements.

Previous wording

During the three months ended March 31, 2025, we did not sell shares of common stock under the LP 2022 Purchase Agreement. During the three months ended March 31, 2024, we sold 175,000 shares of its common stock, at prices ranging between $2.54 and $3.06 and received proceeds of $495,200.

Current wording

During the three and six months ended June 30, 2025, we did not sell shares of common stock under the LP 2022 Purchase Agreement. During the three and six months ended June 30, 2024, the Company sold 300,000 and 475,000 shares of its common stock, respectively, at prices ranging between $2.14 and $3.06 and received proceeds of $690,100 and $1,185,300, respectively.

Previous wording

During the three months ended March 31, 2025, we issued six convertible notes payable and received proceeds of $775,000. As of March 31, 2025, we had sixteen convertible notes payable outstanding. The convertible notes payable bear interest at a rate of 10% per annum, with initial maturity dates ranging between the second anniversary and the sixth anniversary of their respective issuances.

Current wording

As of June 30, 2025, we had twenty-four convertible notes payable outstanding. The convertible notes payable bear interest at a rate of 10% per annum, with maturity dates ranging between the first anniversary and the sixth anniversary of their respective issuances.

Previous wording

We recorded interest expense related to these convertible notes payable of $136,000 and $127,750 during the three months ended March 31, 2025 and 2024, respectively. In addition, we made cash interest payments amounting to $129,556 and 127,750 during the three months ended March 31, 2025 and 2024, respectively, related to the convertible notes payable.

Current wording

We recorded interest expense related to these convertible notes payable of $165,251 and $127,750 during the three months ended June 30, 2025 and 2024, respectively, and $301,251 and $255,250, respectively, during the six months ended June 30, 2025 and 2024. In addition, the we made cash interest payments amounting to $286,212 and $255,250, respectively, during the three months ended June 30, 2025 and 2024, related to the convertible notes payable.

Previous wording

As of March 31, 2025 and December 31, 2024, the principal balance of the convertible notes payable of $5,875,000 and $5,100,000 was recorded in noncurrent liabilities under the caption “Convertible notes payable” on the our condensed consolidated balance sheets.

Current wording

As of June 30, 2025 and December 31, 2024, the principal balance of the convertible notes payable of $6.5 million and $5.1 million was recorded in noncurrent liabilities under the caption “Convertible notes payable” and $0.5 million was recorded in current liabilities under the same caption as of June 30, 2025 on our condensed consolidated balance sheets.

Previous wording

We had a balance of $300,000 and $320,000 in noncurrent liabilities as of March 31, 2025, and December 31, 2024, respectively, on our condensed consolidated balance sheets related to the convertible promissory note payable measured at fair value.

Current wording

We had a balance of $250,000 and $320,000 in noncurrent liabilities as of June 30, 2025, and December 31, 2024, respectively, on our condensed consolidated balance sheets related to the convertible promissory note payable measured at fair value.

Previous wording

We recorded a gain in fair value of $20,000 and $25,000 for the three months ended March 31, 2025 and 2024, respectively, on our condensed consolidated statements of operations related to this convertible promissory note at fair value.

Current wording

We recorded a gain in fair value of $50,000 and $40,000 for the three months ended June 30, 2025 and 2024, respectively, and a gain of $70,000 and $65,000 for the six months ended June 30, 2025 and 2024 on our condensed consolidated statements of operations related to this convertible promissory note payable at fair value.

Previous wording

We recorded interest expense related to this convertible note payable at fair value of $9,863 for both the three months ended March 31, 2025 and 2024. In addition, we made cash interest payments amounting to $9,863 for both the three months ended March 31, 2025 and 2024, related to the convertible note payable at fair value.

Current wording

We recorded interest expense related to this convertible note payable at fair value of $9,863 for each of the three months ended June 30, 2025 and 2024, and $19,726 for both the six months ended June 30, 2025 and 2024. In addition, we made cash interest payments amounting to $19,726 for both the three months ended June 30, 2025 and 2024, related to the convertible promissory note at fair value.** **

Previous wording

During the three months ended March 31, 2025, we issued a nonconvertible promissory note and received proceeds of $250,000. As of March 31, 2025, we had seven outstanding unsecured nonconvertible promissory notes in the aggregate amount of $4,130,000, which bear interest at a rate of 10% per annum and mature between June 2025 and March 2029.

Current wording

During the six months ended June 30, 2025, we issued two unsecured nonconvertible promissory notes and received proceeds of $550,000. As of June 30, 2025, we had seven outstanding unsecured nonconvertible promissory notes in the aggregate amount of $4,430,000, which bear interest at a rate of 10% per annum and mature between November 2025 and June 2029.

Previous wording

As of both March 31, 2025 and December 31, 2024, we had a balance of $750,000 recorded as current liabilities and $3,380,000 and $3,130,000, respectively, in noncurrent liabilities on our condensed consolidated balance sheets related to these unsecured nonconvertible promissory notes.

Current wording

As of June 30, 2025 and December 31, 2024, we had a balance of $350,000 and $750,000, respectively, recorded as current liabilities and $4,080,000 and $3,130,000, respectively, in noncurrent liabilities on our condensed consolidated balance sheets related to these unsecured nonconvertible promissory notes.

Previous wording

We recorded interest expense related to these nonconvertible promissory notes of $99,083 and $97,000 for the three months ended March 31, 2025 and 2024, respectively. We made interest payments of $97,000 for the both three months ended March 31, 2025 and 2024, related to the nonconvertible promissory notes.

Current wording

We recorded interest expense related to these nonconvertible promissory notes of $104,667 and $97,000 for the three months ended June 30, 2025 and 2024, respectively, and $203,750 and $194,000 for the six months ended June 30, 2025 and 2024, respectively. We made interest payments of $200,250 and $194,000 during the six months ended June 30, 2025 and 2024, respectively, related to the unsecured nonconvertible promissory notes.

Previous wording

We recorded interest expense related to this Socialyte Promissory Note of $30,000 for the three months ended March 31, 2025 and 2024, respectively. No interest payments were made during the three months ended March 31, 2025 and 2024, related to the Socialyte Promissory Note.

Current wording

We recorded interest expense related to this Socialyte Promissory Note of $30,000 for the three months ended June 30, 2025 and 2024, and $60,000 for the six months ended June 30, 2025 and 2024. No interest payments were made during the six months ended June 30, 2025 and 2024, related to the Socialyte Promissory Note.