Dolphin Entertainment, Inc.
For the period ended Jun 30, 2026. Filed Aug 12, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 12, 2026
DLPN$0.93+3.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-12.
0001079973-26-000645
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-12.
0001079973-26-001071
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 115 previous paragraphs and 122 current paragraphs.
66 unchanged; 48 reworded; 6 added; 1 removed; 0 previous and 2 current paragraphs rearranged.
Tables are not compared: 19 previous and 16 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (6)
Current report
Loss on extinguishment of debt – On May 12, 2025, we exchanged three nonconvertible promissory notes held by our CEO for three convertible promissory notes. We determined that the transaction should be accounted for as an extinguishment of debt and recorded a loss on the extinguishment of debt of $0.8 million for the difference between the carrying value of the nonconvertible notes payable and the fair value of the convertible notes payable on May 12, 2025. There was no loss on extinguishment of debt recorded for the three and six months ended June 30, 2026.
Current report
Interest income– Interest income remained consistent for the three and six months ended June 30, 2026 and 2025.
Current report
Interest expense– Interest expense remained consistent for the three and six months ended June 30, 2026 and 2025.
Current report
FVP Loan
Current report
On May 7, 2026, two of our wholly-owned subsidiaries, Shore Fire and The Door (collectively, the “Borrowers”), executed a Loan Agreement with certain Lenders and FVP Servicing, LLC (“FVP”), as agent for the Lenders providing for (i) a term loan in the amount of $2,000,000, (ii) a delayed draw term loan in the amount of $2,000,000 that, subject to certain conditions, will become available on November 7, 2026 and (ii) a second delayed draw term loan in the amount of $1,000,000 that, subject to certain conditions, will become available on May 7, 2027 (the “Loans”). The Loans bear and will bear interest at 12% per annum from the date they are made and will have a maturity date of May 7, 2029. We executed a guaranty in favor of FVP in connection with the Loans. In addition, the Borrowers entered into a security agreement pursuant to which they granted FVP and the Lenders a security interest in substantially all of their assets as collateral for the loan obligations and we entered into a pledge and security agreement granting FVP and the Lenders a security interest in the equity of the Borrowers. Proceeds from the Loans will be for general working capital purposes.
Current report
During the three and six months ended June 30, 2026, we drew $2,000,000 under the FVP loan facility (the “FVP Loan”), and incurred debt issuance, loan origination fees and debt service reserve of $813,472 recorded as net of the term loans, noncurrent portion on our condensed consolidated balance sheet.. As of June 30, 2026, we had an aggregate principal balance of $1,229,021 related to the FVP Loan, net of debt issuance costs, loan origination fees and debt service reserve. For the three and six months ended June 30, 2026, we amortized as interest expense on our consolidated statement of operations, debt origination costs, loan origination fees and interest in the amount of $42,493 against the amounts retained on the date of the FVP Loan.
Removed paragraphs (1)
Previous report
Interest expense, net– Interest expense, net remained consistent for the three months ended March 31, 2026 and 2025.
Reworded paragraphs (48)
Previous wording
During the three months ended March 31, 2026, we entered into an agreement with YB Aircraft Productions Inc. (“YB”) to acquire the licensing rights to distribute Youngblood movie worldwide, with the exception of Canada, and agreed to pay YB a guaranteed, non-refundable advance of $700,000, payable in two equal installments of $350,000 each, on August 31, 2026 and February 28, 2027. The $700,000 advance to YB was recorded in direct costs in our condensed consolidated statement of operations for the three months ended March 31, 2026. We also entered into a distribution agreement with Well Go USA, Inc. (“Well Go”) to distribute the film across all media in the United States. The agreement provides for a $450,000 guaranteed, non-refundable advance against the revenues from distribution of Youngblood upon delivery of the film to Well Go. The film was released in theaters on March 6, 2026 and the Company recorded revenues of $450,000 from the minimum guaranteed advance for the three months ended March 31, 2026.
Current wording
During the six months ended June 30, 2026, we entered into an agreement with YB Aircraft Productions Inc. (“YB”) to acquire the licensing rights to distribute the Youngblood movie worldwide, with the exception of Canada, and agreed to pay YB a guaranteed, non-refundable advance of $700,000, payable in two equal installments of $350,000 each, on August 31, 2026 and February 28, 2027. The $700,000 advance to YB was recorded in direct costs in our condensed consolidated statement of operations for the six months ended June 30, 2026. We also entered into a distribution agreement with Well Go USA, Inc. (“Well Go”) to distribute the film across all media in the United States. The agreement provides for a $450,000 guaranteed, non-refundable advance against the revenues from distribution of Youngblood upon delivery of the film to Well Go. The film was released in theaters on March 6, 2026 and the Company recorded revenues and received cash of $450,000 from the minimum guaranteed advance for the six months ended June 30, 2026.
Previous wording
For the three months ended March 31, 2026 and 2025, we derived a majority of our revenues from our entertainment publicity and marketing segment. During the three months ended March 31, 2026, we generated income in our content production segment related to Youngblood.
Current wording
For the three and six months ended June 30, 2026 and 2025, we derived a majority of our revenues from our entertainment publicity and marketing segment. During the six months ended June 30, 2026, we generated income in our content production segment related to Youngblood.
Previous wording
The table below sets forth the percentage of total revenue derived from our segments for the three months ended March 31, 2026 and 2025:
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, 2026 and 2025:
Previous wording
For the three months ended March 31, 2026 and 2025, other income and expenses consisted primarily of: (1) changes in fair value of convertible notes and (2) interest expense, net.
Current wording
For the three and six months ended June 30, 2026 and 2025, other income and expenses consisted primarily of: (1) changes in fair value of convertible notes and (2) interest expense, net.
Previous wording
Three months ended March 31, 2026 as compared to three months ended March 31, 2025
Current wording
Three and six months ended June 30, 2026 as compared to three and six months ended June 30, 2025
Previous wording
For the three months ended March 31, 2026 and 2025 revenues were as follows:
Current wording
For the three and six months ended June 30, 2026 and 2025 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, 2026, respectively, as compared to the same period in the prior year. The increase for the three months ended March 31, 2026, in revenue is attributed to organic growth across substantially all of our subsidiaries.
Current wording
Revenues from entertainment publicity and marketing increased by approximately $0.4 million and $0.6 million for the three and six months ended June 30, 2026, respectively, as compared to the same period in the prior year. The increase for the three and six months ended June 30, 2026, in revenue is attributed to organic growth across many of our subsidiaries.
Previous wording
Revenues from content production increased by approximately $0.4 million during the three months ended March 31, 2026, compared to the same period in the prior year. The increase was related to revenue from the distribution of Youngblood which was released in theaters on March 6, 2026. During the three months ended March 31, 2025, we recognized $0.1 million from the Believe film released in 2013.
Current wording
Revenues from content production increased by approximately $0.4 million during the six months ended June 30, 2026 compared to the same period in the prior year. The increase was related to revenue from the distribution of Youngblood which was released in theaters on March 6, 2026. During the six months ended June 30, 2025, we recognized $0.1 million from the Believe film released in 2013.
Previous wording
For the three months ended March 31, 2026 and 2025, our expenses were as follows:
Current wording
For the three and six months ended June 30, 2026 and 2025, our expenses were as follows:
Previous wording
Direct costs increased by approximately $0.4 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. The increase in direct costs for the three months ended March 31, 2026 is primarily attributable to a minimum guaranteed payment of $0.7 million to YB for the practically worldwide (excluding Canada) distribution rights of Youngblood, which was released in theatres on March 6, 2026, offset by a decrease in production costs of events in our EPM segment of approximately $0.3 million.
Current wording
Direct costs increased by approximately $0.3 million for the three months ended June 30, 2026 as compared to the same period in the prior year. The increase of direct costs is attributed to cost incurred of approximately $0.1 million for The Digital Dept. showrooms during the three months ended June 30, 2026. The remaining increase in direct costs during the three months ended June 30, 2026 is related to production costs. The increase in direct costs of approximately $0.7 million for the six months ended June 30, 2026 is primarily attributable to a minimum guaranteed payment of $0.7 million to YB for the worldwide (excluding Canada) distribution rights of Youngblood, which was released in theatres on March 6, 2026.
Previous wording
Payroll and benefits expenses increased by approximately $0.4 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to $0.8 million increase in workforce and employee cost of living pay increases. This increase was offset by the exclusion of $0.4 million of Always Alpha payroll and benefits. Always Alpha was sold in November 2025.
Current wording
Payroll and benefits expenses increased by approximately $1.0 million and $1.5 million for the three and six months ended June 30, 2026, respectively, as compared to the same periods in the prior year, primarily due to $1.4 million and $2.2 million, respectively, increase in workforce, employee cost of living pay increases and certain retention bonuses for the three and six months ended June 30, 2026. This increase was offset by the exclusion of $0.3 million and $0.7 million of Always Alpha payroll and benefits, respectively, for the three and six months ended June 30, 2025. Always Alpha was sold in November 2025.
Previous wording
Selling, general and administrative expenses increased by approximately $0.3 million, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. The increase is mainly due to $0.1 increase in bad debt expense and $0.1 million increase in dues and subscriptions and computer expense.
Current wording
Selling, general and administrative expenses decreased by approximately $0.1 million, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The decrease is mainly due to $0.1 million decrease in bad debt expense. Selling, general and administrative expenses increased by $0.2 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2026. The increase is primarily due to $0.2 million increase in travel and rent expense.
Previous wording
Acquisition costs for the three months ended March 31, 2025 were $0.4 million, related to an agreed upon payment with the sellers of Special Projects related to the working capital adjustment. There was no acquisition costs recorded for the three months ended March 31, 2026.
Current wording
Acquisition costs for the six months ended June 30, 2026 were $0.4 million, related to an agreed upon payment with the sellers of Special Projects related to the working capital adjustment. There were no acquisition costs recorded for the six months ended June 30, 2026.
Previous wording
Depreciation and amortization remained consistent for the three months ended March 31, 2026 as compared to the three ended March 31, 2025.
Current wording
Depreciation and amortization remained consistent for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. Depreciation and amortization decreased by approximately $0.1 million six months ended June 30, 2026, as compared to six months ended June 30, 2025. The decrease is due to several intangible assets that were fully depreciated prior to June 30, 2026.
Previous wording
Legal and professional fees increased by $0.3 million for the three months ended March 31, 2026, as compared to same period of the prior year. The increase is primarily due to the litigation with the sellers of Socialyte. Refer to Note 12 to the condensed consolidated financial statements elsewhere on this Quarterly Report on Form 10-Q for additional information.
Current wording
Legal and professional fees increased by $0.2 million and $0.5 million for the three and six months ended June 30, 2026, as compared to the same periods of the prior year. The increase is primarily due to the litigation with the sellers of Socialyte. Refer to Note 12 to the condensed consolidated financial statements elsewhere on this Quarterly Report on Form 10-Q for additional information.
Previous wording
Change in fair value of convertible notes– We elected the fair value option for one convertible note payable issued in 2020. The fair value of this convertible note payable 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, 2026 and 2025, we recorded a gain in the change in fair value of the convertible note payable issued in 2020 in the amount of $10.0 thousand and $20.0 thousand, 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.
Current wording
Change in fair value of convertible note– We elected the fair value option for one convertible note payable issued in 2020. The fair value of this convertible note payable is remeasured at every balance sheet date and any changes are recorded on our condensed consolidated statements of operations. For the three months ended June 30, 2026 and 2025, we recorded a gain in the change in fair value of the convertible note payable issued in 2020 in the amount of $10.0 thousand and $50.0 thousand, respectively. For the six months ended June 30, 2026 and 2025, we recorded a gain in change of fair value of the convertible note payable issued in 2020 in the amount of $20.0 thousand and $70.0 thousand, 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 in the change in fair value was recorded within net loss.
Previous wording
We recorded an income tax expense of approximately $17.7 thousand for the three months ended March 31, 2026, respectively, and approximately $21.5 thousand for the three months ended March 31, 2025, 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 $17.7 thousand and $35.3 thousand for the three and six months ended June 30, 2026, respectively, and approximately $21.5 thousand and $43.0 thousand for the three and six months ended June 30, 2026, 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 $2.7 million or $(0.22) per share based on 12,327,974 weighted average shares outstanding for both basic loss per share and fully diluted loss per share, for the three months ended March 31, 2026. 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, 2025. The change in net loss for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, is related to the factors discussed above.
Current wording
Net loss was approximately $1.6 million or $(0.12) per share based on 12,848,706 weighted average shares outstanding for basic loss and diluted loss per share per share for the three months ended June 30, 2026. 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) fully diluted loss per share based on 11,232,511 weighted average shares for the three months ended June 30, 2025. The change in net loss for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, is related to the factors discussed above.
Previous wording
Cash used in operating activities was $2.0 million for the three months ended March 31, 2026, a change of $0.3 million from cash used in operating activities of $1.7 million for three months ended March 31, 2025. The increase in cash used in operating activities was primarily a result of a $0.4 million increase in net loss for the period, and the net change in working capital.
Current wording
Cash used in operating activities was $2.2 million for the six months ended June 30, 2026, a change of $2.0 million from cash used in operating activities of $0.2 million for six months ended June 30, 2025. The increase in cash used in operating activities was primarily a result of a $0.5 million increase in net loss for the period, $0.9 million decrease in 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, and the net change in working capital.
Previous wording
Cash flows used in investing activities for the three months ended March 31, 2026 and 2025 were inconsequential.
Current wording
Cash flows used in investing activities for the six months ended June 30, 2026 and 2025 were inconsequential.
Previous wording
Cash flows provided by financing activities for the three months ended March 31, 2025 were $0.6 million which mainly related to:
Current wording
Cash flows provided by financing activities for the six months ended June 30, 2026 were $1.1 million, which mainly related to:
Previous wording
Cash flows used in financing activities for the three months ended March 31, 2026 were $0.4 million, which mainly related to:
Current wording
Cash flows provided by financing activities for the six months ended June 30, 2025 were $0.7 million which mainly related to:
Previous wording
Total debt amounted to $23.8 million as of March 31, 2026, compared to $24.5 million as of December 31, 2025, a decrease of $0.7 million, primarily related to the conversion of three convertible notes and the repayment of the term loan.
Current wording
Total debt amounted to $24.8 million as of June 30, 2026, compared to $24.5 million as of December 31, 2025, an increase of $0.3 million, primarily related to an increase of $2.1 million in convertible and nonconvertible promissory notes, $2.0 million of the FVP Loan, offset by the conversion of five convertible notes and the repayments of the term loans.
Previous wording
Our debt obligations in the next twelve months from March 31, 2026 increased to $7.3 million from $7.0 million in December 31, 2025, mainly related to an increase in the current portion of the Bank United Credit Facility (defined below in “BankUnited Loan Agreements – Refinancing Transaction”) in the amount of $40.0 thousand and a net increase in the current portion of convertible and nonconvertible notes payable in the amount of $0.3 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, 2026 increased to $7.4 million from $7.0 million in December 31, 2025, mainly related to an increase in the current portion of the Bank United Credit Facility (defined below in “BankUnited Loan Agreements – Refinancing Transaction”) in the amount of $76.3 thousand and a net increase in the current portion of nonconvertible notes payable in the amount of $0.4 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
For the three months ended March 31, 2026, we did not sell any shares of common stock to Lincoln Park under the 2025 LP Purchase Agreement.
Current wording
For the three and six months ended June 30, 2026, we did not sell any shares of common stock to Lincoln Park under the 2025 LP Purchase Agreement.
Previous wording
During the three months ended March 31, 2026 and 2025 we issued one and six convertible notes payable and received proceeds of $50,000 and $775,000, respectively. As of March 31, 2026, we had twenty-nine 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
During the six months ended June 30, 2026 and 2025 we issued five and fourteen convertible notes payable and received proceeds of $850,000 and $1,900,000, respectively. As of June 30, 2026, the Company had thirty-one 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.
Previous wording
The balance of each convertible notes payable and any accrued interest may be converted at the noteholder’s option at any time at the following conversion prices:
Current wording
The balance of each convertible note payable and any accrued interest may be converted at the noteholder’s option at any time at the following conversion prices:
Previous wording
As of March 31, 2026 the principal balance of $1,550,000 and $5,900,000 related to the convertible notes payable was recorded in current and noncurrent liabilities, respectively, on its condensed consolidated balance sheet under the caption convertible notes payable. As of December 31, 2025 the principal balance of $1,250,000 and $6,460,000 related to the convertible notes payable was recorded in current and noncurrent liabilities, respectively, on its condensed consolidated balance sheet under the caption convertible notes payable.
Current wording
As of June 30, 2026 the principal balance of $1,200,000 and $6,550,000 related to the convertible notes payable was recorded in current and noncurrent liabilities, respectively, on its condensed consolidated balance sheet under the caption convertible notes payable. As of December 31, 2025 the principal balance of $1,250,000 and $6,460,000 related to the convertible notes payable was recorded in current and noncurrent liabilities, respectively, on its condensed consolidated balance sheet under the caption convertible notes payable.
Previous wording
On January 26, 2026, March 9, 2026 and March 18, 2026, three holders of three convertible notes payable with an aggregate principal balance of $310,000 converted the full principal amount of each of the convertible promissory notes payable into an aggregate of 291,672 shares of our common stock, pursuant to the provisions of their respective convertible notes payable. On January 8, 2026, we issued a convertible note payable in the amount of $50,000 and received proceeds of $50,000. The note bears interest at a rate of 10% per annum, may be converted at a price of $1.60 per share and matures on the fourth anniversary of its issuance date. On May 1, 2026, the holder of two convertible promissory notes converted the aggregate principal balance of $500,000 and accrued interest of $4,167 into 504,167 shares of our common stock pursuant to the convertible notes payable.
Current wording
During the six months ended June 30, 2026, four holders of five convertible notes payable with an aggregate principal balance of $810,000 converted the full principal amount of each of the convertible promissory notes payable into an aggregate of 791,672 shares of our common stock, pursuant to the provisions of their respective convertible notes payable. During the six months ended June 30, 2026, we entered into five subscription agreements with five investors for five convertible promissory notes (each a “Note”) in the aggregate principal amount of $850,000 and received cash proceeds of $850,000. The Notes bear interest at 10% per annum and each Notes matures on either the fourth or fifth anniversary of its respective issuance dates. The noteholders may convert all or part of the principal balance of the Notes and any accrued interest thereon at any time before the maturity date into shares of our common stock at a conversion price ranging between $1.12 and $1.60 per share. On August 11, 2026, we entered into a subscription agreement with an investor and received cash proceeds of $100,000. The Note bears interest at 10% per annum, matures on August 11, 2030 and the principal and any accrued interest may be converted by the noteholder at a conversion price of $1.09 anytime before the Notes maturity date.
Previous wording
We recorded interest expense related to these convertible notes payable of $191,136 and $136,000 during the three months ended March 31, 2026 and 2025, respectively. In addition, we made cash interest payments amounting to $192,528 and $129,556, respectively, during the three months ended March 31, 2026 and 2025, related to the convertible notes payable.
Current wording
We recorded interest expense related to these convertible notes payable of $188,333 and $165,251 during the three months ended June 30, 2026 and 2025, respectively, and $379,469 and $301,251, respectively, during the six months ended June 30, 2026 and 2025. In addition, we made cash interest payments amounting to $379,248 and $286,212, respectively, during the six months ended June 30, 2026 and 2025, related to the convertible notes payable.
Previous wording
We had a balance of $260,000 and $270,000 in noncurrent liabilities as of March 31, 2026, and December 31, 2025, 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 $270,000 in noncurrent liabilities as of June 30, 2026, and December 31, 2025, 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 $10,000 and $20,000 for the three months ended March 31, 2026 and 2025, 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 $10,000 and $50,000 for the three months ended June 30, 2026 and 2025, respectively, and a gain of $20,000 and $70,000 for the six months ended June 30, 2026 and 2025, respectively, on our condensed consolidated statements of operations related to this convertible 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, 2026 and 2025. In addition, we made cash interest payments amounting to $9,863 for both the three months ended March 31, 2026 and 2025, 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, 2026 and 2025 and $19,726 for each of the six months ended June 30, 2026 and 2025. In addition, we made cash interest payments amounting to $19,726 for both the six months ended June 30, 2026 and 2025, related to the convertible note payable at fair value.
Previous wording
During the three months ended March 31, 2025, we issued a nonconvertible promissory note and received proceeds $250,000. We did not issue new nonconvertible promissory notes during the three months ended March 31, 2026. As of March 31, 2026, we had eleven outstanding unsecured nonconvertible promissory notes in the aggregate amount of $5,080,000, which bear interest at a rate of 10% per annum and mature between November 2026 and October 2030.
Current wording
As of June 30, 2026, we had eleven outstanding unsecured nonconvertible promissory notes in the aggregate amount of $5,080,000, which bear interest at a rate of 10% per annum and mature between November 2026 and October 2030.
Previous wording
As of both March 31, 2026 and December 31, 2025, we had a balance of $500,000, recorded as current liabilities and $4,580,000 in noncurrent liabilities on our condensed consolidated balance sheets related to these unsecured nonconvertible promissory notes.
Current wording
As of June 30, 2026 and December 31, 2025, we had a balance of $900,000, and $500,000, respectively, recorded as current liabilities and $4,180,000 and $4,580,000, 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 $127,000 and $99,083 for the three months ended March 31, 2026 and 2025, respectively. We made interest payments of $125,778 and $97,000 for the three months ended March 31, 2026 and 2025, respectively, related to the nonconvertible promissory notes.
Current wording
We recorded interest expense related to these nonconvertible promissory notes of $127,000 and $104,667 for the three months ended June 30, 2026 and 2025, respectively, and $254,000 and $203,750 for the six months ended June 30, 2026 and 2025, respectively. We made interest payments of $252,778 and $200,250 during the six months ended June 30, 2026 and 2025, respectively, related to the 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, 2026 and 2025, respectively. No interest payments were made during the three months ended March 31, 2026 and 2025, 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, 2026 and 2025, and $60,000 for the six months ended June 30, 2026 and 2025. No interest payments were made during the six months ended June 30, 2026 and 2025, related to the Socialyte Promissory Note.
Previous wording
On May 12, 2025, we entered into an exchange agreement (the “Exchange Agreement”) with DE LLC, pursuant to which, we and DE LLC agreed to exchange the three DE LLC Notes in the aggregate principal amount of $2,242,873 currently held by DE LLC for three convertible promissory notes (the “DE New Notes”) in the same principal amounts. As consideration for the exchange, we and DE LLC agreed to extend the maturity dates on each of the notes by six months. One note, with a principal balance of $1,107,873 now matures on June 30, 2027, one note with a principal balance of $1,000,000 now matures on October 29, 2029 and one note with a principal balance of $135,000, now matures on December 10, 2029. The DE New Notes continue to bear interest at a rate of 10% per annum. DE LLC may convert the principal balance of the DE New Notes and any accrued interest thereon at any time before the maturity date of the DE New Notes into our common stock at a conversion price of $1.00 per share. We accounted for this exchange as an extinguishment of debt and recorded the difference between the carrying value of DE LLC Notes and the fair value of the DE New Notes of $0.8 million as a loss from extinguishment of debt in our condensed consolidated statement of operations for the year ended December 31, 2025.
Current wording
On May 12, 2025, we entered into an exchange agreement (the “Exchange Agreement”) with DE LLC, pursuant to which, we and DE LLC agreed to exchange the three DE LLC Notes in the aggregate principal amount of $2,242,873 currently held by DE LLC for three convertible promissory notes (the “DE New Notes”) in the same principal amounts. As consideration for the exchange, we and DE LLC agreed to extend the maturity dates on each of the notes by six months. One note, with a principal balance of $1,107,873 now matures on June 30, 2027, one note with a principal balance of $1,000,000 now matures on October 29, 2029 and one note with a principal balance of $135,000, now matures on December 10, 2029. The DE New Notes continue to bear interest at a rate of 10% per annum. DE LLC may convert the principal balance of the DE New Notes and any accrued interest thereon at any time before the maturity date of the DE New Notes into our common stock at a conversion price of $1.00 per share. We accounted for this exchange as an extinguishment of debt and recorded the difference between the carrying value of DE LLC Notes and the fair value of the DE New Notes of $0.8 million as a loss from extinguishment of debt in our condensed consolidated statement of operations for the six months ended June 30, 2025.
Previous wording
As of March 31, 2026 and December 31, 2025, we had an aggregate principal balance of $2,839,556 and $2,904,357, respectively, related to the DE New Notes under the caption convertible note payable – related party in our condensed consolidated balance sheets. During the three months ended March, 31, 2026 and 2025, we did not repay any principal balance or make interest payments on the DE LLC Notes or DE New Notes.
Current wording
As of June 30, 2026 and December 31, 2025, we had an aggregate principal balance of $2,774,965 and $2,904,357, respectively, related to the DE New Notes under the caption convertible notes payable – related party in our condensed consolidated balance sheets. During the six months ended June 30, 2026 and 2025, we did not repay any principal balance or make interest payments on the DE LLC Notes or DE New Notes.
Previous wording
We recorded interest expense of $55,304 for both the three months ended March 31, 2026 and 2025 related to the DE LLC Notes and the DE New Notes. As of March 31, 2026 and December 31, 2025, we had a balance in accrued interest – related parties of $543,358 and $488,054, respectively, on our condensed consolidated balance sheets related to the DE LLC Notes.
Current wording
We recorded interest expense of $55,918 for each of the three months ended June 30, 2026 and 2025 and $111,222 and $99,938 for the six months ended June 30, 2026 and 2025, respectively, related to the DE LLC Notes and the DE New Notes. As of June 30, 2026 and December 31, 2025 we had a balance in accrued interest – related parties of $599,276 and $488,054, respectively, on the Company’s condensed consolidated balance sheets related to the DE LLC Notes.
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Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Net loss was approximately $4.3 million or $(0.34) per share based on 12,589,779 weighted average shares outstanding for basic loss and diluted loss per share for the six months ended June 30, 2026. Net loss was approximately $3.7 million or $(0.33) per share based on 11,166,596 weighted average shares outstanding for basic loss per share and was approximately $3.8 million or $(0.34) per share based on 11,230,535 for fully diluted loss per share for the six months ended June 30, 2025. The change in net loss for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, is related to the factors discussed above.
Current report — wording carried from elsewhere
The FVP loans facility contains financial covenants tested annually, starting on December 31, 2026, on a trailing twelve-month basis that require the Company to maintain a maximum funded debt/EBITDA ratio of 3.00:1.00. In addition, the FVP credit facility contains a liquidity covenant that requires the Company to hold an unrestricted cash balance with daily minimum deposit balance of $500,000. As of June 30, 2026, we are in compliance with the debt covenant.