6. Notes Payable – Unrelated Parties

 

Summary of Notes Payable to Unrelated Parties

 

The entire outstanding balance of the Notes Payable to Unrelated Parties was prepaid in full on June 18, 2025. The tables below summarizes all notes payable at December 31, 2025 and 2024, respectively, other than the related party notes disclosed in Note 7 “Notes Payable - Related Parties.”

 

   December 31, 2025   December 31, 2024 
Notes payable – “2022 Unrelated Notes”  $               -   $807,331 
Less unamortized debt issuance costs   -    (25,395)
Less current portion   -    (781,936)
Long-term portion of notes payable  $-   $- 

 

As of December 31, 2025 and 2024, accrued interest for these notes payable with the exception of the related party notes in Note 7, “Notes Payable - Related Parties,” was $0. As of December 31, 2024, unamortized deferred financing costs were reflected within short term liabilities on the consolidated balance sheets, netted with the corresponding notes payable balance.

 

With respect to all notes outstanding (other than the notes to related parties), interest expense, including the amortization of debt issuance costs for the years ended December 31, 2025 and 2024 was $70,252 and $315,133, respectively.

 

2022 Unrelated Notes

 

On April 1, 2022, we sold $2,364,500 in 12% Subordinated Notes (“2022 Unrelated Notes”) to unrelated accredited investors, with interest payable quarterly in cash. Principal and interest was prepaid in full on June 18, 2025, in advance of the December 31, 2025 due date. We used a portion of the net proceeds from the private placement offering to finance the acquisition of Yellow Folder and the remaining net proceeds for working capital and general corporate purposes. In July 2024, a principal amount of $250,000 of the 2022 Unrelated Notes were sold by the unrelated noteholder to related parties at face value. See Note 7.

 

Line of Credit

 

On February 16, 2026, we entered into a $1 million secured term loan line of credit pursuant to a Credit Agreement and other related agreements with JPMorgan Chase. The line of credit will expire on December 31, 2026 unless renewed by mutual agreement of the Company and JPMorgan Chase. The Company expects the proceeds of any borrowings under the line of credit to be used for, among other things, working capital, capital expenditures, and general corporate purposes.

 

 

Historical Timeline

Fiscal YearFiled
2025Mar 30, 2026Showing above
2024Mar 24, 2025
2023Mar 28, 2024
2022Mar 27, 2023
2021Mar 24, 2022

About Debt Disclosures

Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.

Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.