Dolphin Entertainment, Inc.
For the period ended Sep 30, 2026. Filed Nov 10, 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.
Sep 30, 2026 · Filed Nov 10, 2026
DLPN$0.93-6.1%Stored close · as of Nov 10, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OPERATIONSCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-10.
0001079973-26-001454
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 122 previous paragraphs and 127 current paragraphs.
65 unchanged; 55 reworded; 6 added; 2 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 16 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
Other (Expenses) Income, net
Current report
Net Income and Loss
Current report
On August 10, 2026, we entered into an amendment with a noteholder to extend the maturity date from January 27, 2028 to July 27, 2028, and fixed the conversion price at $1.00 per share from a 90-day trailing trading average with a minimum conversion price of $1.01. On September 30, 2026, we entered into agreements with two noteholders to amend the convertible notes and extended the maturity dates of these convertible notes to June 2031 through January 2032. The principal balance of these convertible notes was $3,600,000. The remaining terms of the existing agreement remain unchanged.
Current report
On November 5, 2026, we and one of our nonconvertible promissory noteholders agreed to extend the maturity dates of three nonconvertible promissory notes, with an aggregate principal balance of $1,250,000, for three years from their current maturity dates. The nonconvertible promissory notes now mature between November 22, 2029 and November 5, 2030. All other terms of the nonconvertible promissory notes remain the same.
Current report
On October 2, 2026, we and Bank United agreed to extend the maturity date of the BKU Line of Credit until September 29, 2029. All other significant terms of the agreement remained unchanged.
Current report
On November 7, 2026, the first delayed draw term loan in the amount of $2,000,000 became available and on November 7, 2026, we drew $2,000,000 from such loan.
Removed paragraphs (2)
Reworded paragraphs (55)
Previous 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.
Current wording
During the nine months ended September 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 nine months ended September 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 nine months ended September 30, 2026.
Previous 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.
Current wording
For the three and nine months ended September 30, 2026 and 2025, we derived a majority of our revenues from our entertainment publicity and marketing segment. During the nine months ended September 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 and six months ended June 30, 2026 and 2025:
Current wording
The table below sets forth the percentage of total revenue derived from our segments for the three and nine months ended September 30, 2026 and 2025:
Previous 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.
Current wording
For the three and nine months ended September 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 and six months ended June 30, 2026 as compared to three and six months ended June 30, 2025
Current wording
Three and nine months ended September 30, 2026 as compared to three and nine months ended September 30, 2025
Previous wording
For the three and six months ended June 30, 2026 and 2025 revenues were as follows:
Current wording
For the three and nine months ended September 30, 2026 and 2025 revenues were as follows:
Previous 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.
Current wording
Revenues from entertainment publicity and marketing increased by approximately $1.2 million and $1.8 million for the three and nine months ended September 30, 2026, respectively, as compared to the same period in the prior year. The increase for the three and nine months ended September 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 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.
Current wording
Revenues from content production for the three months ended September 30, 2026 was inconsequential. Revenues from content production increased by approximately $0.4 million during the nine months ended September 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 nine months ended September 30, 2025, we recognized $0.1 million from the Believe film released in 2013.
Previous wording
For the three and six months ended June 30, 2026 and 2025, our expenses were as follows:
Current wording
For the three and nine months ended September 30, 2026 and 2025, our expenses were as follows:
Previous 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.
Current wording
Direct costs increased by approximately $0.2 million for the three months ended September 30, 2026 as compared to the same period in the prior year. The increase of direct costs is attributed to cost incurred of approximately $0.4 million for The Digital Dept. showrooms during the three months ended September 30, 2026 offset by certain direct costs related to events produced by Special Projects during the three months ended September 30, 2025. The increase in direct costs of approximately $0.9 million for the nine months ended September 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. The remaining increase is due to the increase in production costs.
Previous 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.
Current wording
Payroll and benefits expenses increased by approximately $0.5 million and $2.0 million for the three and nine months ended September 30, 2026, respectively, as compared to the same periods in the prior year. The increases were primarily due to $0.9 million and $3.1 million, respectively, related to increases in workforce, employee cost of living pay increases and certain retention bonuses for the three and nine months ended September 30, 2026. This increase was offset by the exclusion of $0.4 million and $1.1 million of Always Alpha payroll and benefits, respectively, for the three and nine months ended September 30, 2025. Always Alpha was sold in November 2025.
Previous 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.
Current wording
Selling, general and administrative expenses decreased by approximately $0.2 million, for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025. The decrease is mainly due to $0.2 decrease in bad debt expense. Selling, general and administrative expenses decreased by $0.05 million for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025. The decrease is primarily due to $0.2 million decrease in bad debt expense offset by $0.0.1 million increase on rent expense.
Previous 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.
Current wording
Acquisition costs for the nine months ended September 30, 2025 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 nine months ended September 30, 2026.
Previous 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.
Current wording
Depreciation and amortization decreased by approximately $0.05 million and $0.2 million for the three and nine months ended September 30, 2026, respectively, as compared to three and nine months ended September 30, 2025. The decrease is due to several intangible assets that were fully depreciated prior to September 30, 2026.
Previous 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.
Current wording
Legal and professional fees increased by $0.2 million and $0.7 million for the three and nine months ended September 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 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.
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 September 30, 2026 and 2025, respectively, we recorded a gain of $10.0 thousand and a loss of $50.0 thousand in the change in fair value of the convertible note payable issued in 2020. For the nine months ended September 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 $30.0 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 in the change in fair value was recorded within net loss.
Previous wording
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 wording
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 months ended September 30, 2026 and 2025 or the nine months ended September 30, 2026.
Previous wording
Interest income– Interest income remained consistent for the three and six months ended June 30, 2026 and 2025.
Current wording
Interest income– Interest income remained consistent for the three and nine months ended September 30, 2026 and 2025.
Previous wording
Interest expense– Interest expense remained consistent for the three and six months ended June 30, 2026 and 2025.
Current wording
Interest expense– Interest expense remained consistent for the three and nine months ended September 30, 2026 and 2025.
Previous 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”).
Current wording
We recorded an income tax benefit of approximately $6.3 thousand and an income tax expense of approximately $29.0 thousand for the three and nine months ended September 30, 2026, respectively. For the nine months ended September 30, 2025, we recorded an income tax expense of approximately $43.0 thousand. The income tax expense for the three months ended September 30, 2025 was inconsequential. These amounts reflect 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 $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.
Current wording
Net income was approximately $0.2 million or $0.02 per share based on 13,029,555 weighted average shares outstanding for basic earnings per share; and $0.2 million or $0.02 per share based on 13,093,493 weighted average shares outstanding for diluted earnings per share for the three months ended September 30, 2026. Net loss was approximately $0.4 million or $(0.03) per share based on 11,770,195 weighted average shares outstanding for basic and diluted loss per share for the three months ended September 30, 2025. The change in net income for the three months ended September 30, 2026 as compared to the net loss for three months ended September 30, 2025, is related to the factors discussed above.
Previous wording
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 wording
Net loss was approximately $4.1 million or $(0.32) per share based on 12,737,967 weighted average shares outstanding for basic and diluted loss per share for the nine months ended September 30, 2026. Net loss was approximately $4.1 million or $(0.36) per share based on 11,370,007 weighted average shares outstanding for basic and diluted loss per share for the nine months ended September 30, 2025. The change in net loss for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025, is related to the factors discussed above.
Previous 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.
Current wording
Cash used in operating activities was $1.6 million for the nine months ended September 30, 2026, a change of $1.0 million from cash used in operating activities of $2.6 million for nine months ended September 30, 2025. The decrease in cash used in operating activities was primarily a result of a $1.4 million decrease in non-cash items such as depreciation and amortization, bad debt expense, equity-based compensation, loss on extinguishment of debt, amortization of capitalized production costs, and other non-cash losses, offset by the net change in working capital of approximately $2.4 million.
Previous wording
Cash flows used in investing activities for the six months ended June 30, 2026 and 2025 were inconsequential.
Current wording
Cash flows used in investing activities for the nine months ended September 30, 2026 and 2025 increased by $0.1 million related to capitalized leasehold improvements for one of our office leases.
Previous wording
Cash flows provided by financing activities for the six months ended June 30, 2026 were $1.1 million, which mainly related to:
Current wording
Cash flows provided by financing activities for the nine months ended September 30, 2026 were $1.1 million, which mainly related to:
Previous wording
Cash flows provided by financing activities for the six months ended June 30, 2025 were $0.7 million which mainly related to:
Current wording
Cash flows provided by financing activities for the nine months ended September 30, 2025 were $2.2 million which mainly related to:
Previous 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.
Current wording
Total debt amounted to $25.3 million as of September 30, 2026, compared to $25.1 million as of December 31, 2025, an increase of $0.2 million, primarily related to an increase of $1.2 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 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.
Current wording
Our debt obligations in the next twelve months from September 30, 2026 decreased to $5.3 million from $7.0 million in December 31, 2025, mainly related to convertible notes and nonconvertible notes that were extended. This decrease was offset by an increase in the current portion of the Bank United Credit Facility (defined below in “BankUnited Loan Agreements – Refinancing Transaction”) in the amount of $0.1 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 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.
Current wording
For the three and nine months ended September 30, 2026, we did not sell any shares of common stock to Lincoln Park under the 2025 LP Purchase Agreement.
Previous 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.
Current wording
During the nine months ended September 30, 2026 and 2025 we issued seven and twenty-three convertible notes payable and received proceeds of $1,050,000 and $3,250,000, respectively. As of September 30, 2026, the Company had thirty-three 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
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.
Current wording
As of September 30, 2026, all of the principal balance amounting to approximately $7,950,000 related to our convertible notes payable was recorded in noncurrent liabilities on our condensed consolidated balance sheet under the caption convertible notes payable. As of December 31, 2025 the principal balances of $1,250,000 and $6,460,000 related to our convertible notes payable was recorded in current and noncurrent liabilities, respectively, on our condensed consolidated balance sheet under the caption convertible notes payable.
Previous 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.
Current wording
During the nine months ended September 30, 2026, we entered into seven subscription agreements (the “Subscription Agreements”) with seven investors for seven convertible promissory notes (each a “Note”) in the aggregate principal amount of $1,050,000 and received cash proceeds of $1,050,000. The Notes bear interest at 10% per annum and each Note matures on either the fourth or fifth anniversary of their respective issuance dates. The principal balance and any accrued interest thereon, of six of the Notes with an aggregate principal balance of $950,000 may be fully or partially converted by the noteholders at any time before the maturity date into shares of our common stock at a purchase price ranging between $1.09 and $1.60 per share. One of the noteholders may convert all or part of the principal balance of the Note with a principal balance of $100,000 and any accrued interest thereon into shares of our common stock at a purchase price based on the 90-day trailing trading average of our common stock but not below $1.10 per share.
Previous 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.
Current wording
We recorded interest expense related to these convertible notes payable of $195,333 and $179,028 during the three months ended September 30, 2026 and 2025, respectively, and $574,803 and $480,279, respectively, during the nine months ended September 30, 2026 and 2025. In addition, we made cash interest payments amounting to $573,442 and $457,612, respectively, during the nine months ended September 30, 2026 and 2025, related to the convertible notes payable.
Previous wording
We had one convertible promissory note outstanding with aggregate principal amount of $500,000 as of June 30, 2026 for which it elected the fair value option. As such, the estimated fair value of the note was recorded on its issue date. At each balance sheet date, we record the fair value of the convertible promissory note with any changes in the fair value recorded in the condensed consolidated statements of operations.
Current wording
We had one convertible promissory note outstanding with aggregate principal amount of $500,000 as of September 30, 2026 for which we elected the fair value option. As such, the estimated fair value of the note was recorded on its issue date. At each balance sheet date, we record the fair value of the convertible promissory note with any changes in the fair value recorded in the condensed consolidated statements of operations.
Previous 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.
Current wording
We had a balance of $240,000 and $270,000 in noncurrent liabilities as of September 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 $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.
Current wording
We recorded a gain in fair value of $10,000 and a loss in fair value of $50,000 for the three months ended September 30, 2026 and 2025, respectively, and a gain of $30,000 and $20,000 for the nine months ended September 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 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.
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 September 30, 2026 and 2025 and $29,589 for each of the nine months ended September 30, 2026 and 2025. In addition, we made cash interest payments amounting to $29,589 for both the nine months ended September 30, 2026 and 2025, related to the convertible note payable at fair value.
Previous 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.
Current wording
As of September 30, 2026, we had fourteen outstanding unsecured nonconvertible promissory notes in the aggregate amount of $5,270,000, which bear interest at a rate of 10% per annum and mature between November 2026 and October 2030.
Previous 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.
Current wording
As of September 30, 2026 and December 31, 2025, we had a balance of $0, and $500,000, respectively, recorded as current liabilities and $5,270,000 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 $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.
Current wording
We recorded interest expense related to these nonconvertible promissory notes of $128,538 and $112,625 for the three months ended September 30, 2026 and 2025, respectively, and $382,538 and $316,375 for the nine months ended September 30, 2026 and 2025, respectively. We made interest payments of $379,778 and $309,917 during the nine months ended September 30, 2026 and 2025, respectively, related to the nonconvertible promissory notes.
Showing the first 40 of 55 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
During the nine months ended September 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 795,839 shares of our common stock, pursuant to the provisions of their respective convertible notes payable.