NOTE 6 - PROMISSORY AND CONVERTIBLE NOTES

9 Months Ended

Sep. 30, 2025

NOTE 6 - PROMISSORY AND CONVERTIBLE NOTES

NOTE 6 – PROMISSORY AND CONVERTIBLE NOTES

On August 27, 2021, the Company issued a lender (“Lender A”) a convertible note payable with principal of $500,000 and an original issue discount of $50,000. The note matures after 24 months and has an effective interest rate of 8%. As of September 30, 2025, and December 31, 2024, this convertible note payable was in default and therefore classified as a current liability. Default interest accrues at a rate of 20% upon default, and the default conversion price is $0.75 per share. During the year ended December 31, 2024, the Company converted $110,000 of accrued interest into 2,200,000 shares of common stock pursuant to the terms of the convertible note agreement. Although the conversion was effective as of December 31, 2024, the related shares were issued in January 2025. The fair value of the shares issued was $44,000 and was recorded within the unaudited condensed statement of stockholders’ equity for the nine months ended September 30, 2025.

On April 22, 2025, Lender A (“the Seller”) entered into a note assignment and purchase agreement with a buyer (“Lender G”) whereas the Seller agreed to sell, assign, transfer, and convey the Note, including the unpaid principal and accrued and unpaid interest thereon to the Buyer.

During the nine months ended September 30, 2025, the Company converted $121,855 of accrued interest into shares of the Company’s common stock. Lender A received 32,893,277 common shares, with a fair value of $166,910 which is recorded within the unaudited condensed statement of stockholder equity.

On September 17, 2021, the Company issued a lender (“Lender B”) a convertible note payable with principal of $55,000 and an original issue discount of $5,000. The note matures after 24 months and has an effective interest rate of 8%. As of September 30, 2025, and December 31, 2024, this convertible note payable was in default and therefore classified as a current liability. Default interest accrues at a rate of 20% upon default, and the default conversion price is $0.75 per share.

During the nine months ended September 30, 2025, the Company converted $30,235 of accrued interest into shares of the Company’s common stock. Lender B received 10,078,180 common shares, with a fair value of $40,313, which is recorded within the unaudited condensed statement of stockholder equity.

On October 27, 2021, the Company issued a lender (“Lender C”) a convertible note payable with principal of $220,000 and an original issue discount of $20,000. The note matures after 24 months and has an effective interest rate of 8%. As of September 30, 2025, and December 31, 2024, this convertible note payable was in default and therefore classified as a current liability. Default interest accrues at a rate of 20% upon default, and the default conversion price is $0.75 per share.

On April 23, 2025, Lender C (“the Seller”) entered into a note assignment and purchase agreement with a buyer (“Lender G”) whereas the Seller agreed to sell, assign, transfer, and convey the Note, including the unpaid principal and accrued and unpaid interest thereon to the Buyer.

During the nine months ended September 30, 2025, the Company converted $152,820 of accrued interest and $39,618 of the principal amount into shares of the Company’s common stock. Lender C received 108,957,599 common shares, with a fair value of $352,873 which is recorded within the unaudited condensed statement of stockholder equity.

On January 21, 2022, the Company issued a lender (“Lender E”) a convertible note payable with principal of $325,000 and an original issue discount of $75,000. The note matures after 24 months and has an effective interest rate of 8%. As of September 30, 2025, and December 31, 2024, this convertible note payable was in default and therefore classified as a current liability. Default interest accrues at a rate of 20% upon default, and the default conversion price is $0.975 per share. As of September 30, 2025, and December 31, 2024, the Company had an outstanding principal amount of $325,000 due as a result of this note.

On January 30, 2024, the Company signed an agreement with a major shareholder (“Lender F”) for a $165,000 note payable. The note accrues interest at a rate of 1.75% compounded annually and has a maturity date of January 30, 2025 (Note 5 – Related Party Transactions).

During the year ended December 31, 2021, the Company issued three convertible notes payable. In accordance with the terms of the note agreements, during the year ended December 31, 2022, the Company received notice to convert the three notes into shares of the Company’s common stock. As a result, an aggregate of $232,500 in principal and $13,145 in interest was converted into 245,645 shares of common stock (Note 7 – Stockholders’ Equity). Following the conversion, $2,407 of accrued interest remained outstanding and owed to one of the note holders (“Lender D”). As of the nine months ended September 30, 2025, the Company notes all convertible notes payables are currently in default.

On May 6, 2025, the Company issued a lender (“Lender G”) a convertible note payable with principal of $275,000 and an original issue discount of $25,000. The note matures after 24 months and has an effective interest rate of 10%. As of September 30, 2025, the Company had an outstanding principal amount of $255,034 due to this lender as a result of the note.

The following tables reflects a summary of the outstanding principal and interest by each lender and their respective maturity date as of September 30, 2025 and December 31, 2024:

			September 30, 2025					December 31, 2024
	Maturity Date		Total Outstanding***		Principal	Interest		Total Outstanding***		Principal		Interest

*Lender G (formerly Lender A)*	8/27/2024	$	500,000	$	500,000	-	$	633,990	$	500,000	$	133,990
*Lender B*	9/27/2024		60,147		55,000	5,147		82,637		55,000		27,637
*Lender G (formerly Lender C)*	10/27/2024		180,383		180,383	-		324,670		220,000		104,670
*Lender D*	10/21/2024		2,407		-	2,407		2,407		-		2,407
*Lender E*	1/21/2024		479,838		325,000	154,838		453,460		325,000		128,460
*Lender F*	1/30/2025		169,818		165,000	4,818		167,658		165,000		2,658
*Lender G*	5/6/2027		267,534		255,034	12,500		-		-		-
		$	1,660,127	$	1,480,417	179,710	$	1,664,822	$	1,265,000	$	399,822

			*** - Total Outstanding = Principal + Interest as of September 30, 2025 and December 31, 2024

During the nine months ended September 30, 2025 and 2024, the Company recorded debt discount amortization expense in the amount of $5,034 and $9,349, respectively. As of September 30, 2025, the Company had an unamortized discount debt balance of $19,966.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

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+ Details

AIBOTICS, INC. 10-Q