v3.26.1
Note 14 - Subsequent Events
12 Months Ended
Dec. 31, 2025
Notes to Financial Statements  
Subsequent Events [Text Block]

NOTE 14. SUBSEQUENT EVENTS

 

On February 27, 2026, the Board of Directors approved the allocation of the 2025 bonus accrual to be paid out in cash and shares of which $124,709 have been recorded as share-based compensation expense for the year ended December 31, 2025. A total of 50,974 shares of common stock were issued to two officers and three employees in March 2026.

 

On January 30, 2026 the Company acquired an approximate 80% shareholder interest in Warehowz, Inc., a Virgina corporation. As part of the acquisition, the Company will repay approximately $102,000 in indebtedness on or around February 28, 2026 in shares of restricted common stock of the Company, based on the 30-day prior average, and will pay off an additional $75,000 convertible note within 120 days of closing. The total consideration for the acquisition is $177,000 plus any earnouts described below, which are based on a percentage of net revenue and net income contributed by Warehowz, Inc.

 

In addition, after subtracting certain costs and debts from the payment requirement, the Company will pay those shareholders who transferred shares to the Company two payments based on each shareholder’s percentage ownership of Warehowz, Inc., which payment shall equal 8.5% of net revenue plus 40% of the net income, for each of the 12 months ended December 31, 2026 and 2027. The earnout cash payments will be due on April 15, 2027 and April 15, 2028 respectively. Payments are subject to offset against any indemnity claims and any liabilities related to Warehowz, Inc. that were not expressly assumed.

 

The Company has evaluated subsequent events through the filing of this Annual Report on Form 10-K and determined that there have been no events that have occurred that would require adjustment to or additional disclosure in the consolidated financial statements, except as disclosed herein.