Subsequent Events |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Note 11 – Subsequent Events
On May 1, 2026, the Company entered into an Exclusive Distribution Agreement with Canary Oncoceutics, Inc, a company engaged in the business of distributing and selling diagnostic medical services and products. Pursuant to the Agreement, Canary agrees to be the exclusive distributor of Ludwig’s diagnostic tests in India and guarantees the sale of a minimum of 75,000 units. Under the Agreement Canary will distribute the diagnostic products and complete the testing, after which it will transmit the data to Ludwig for analysis. The results will be sent back to Canary for distribution to its clients. Canary will pay to Ludwig an initiation fee of $25,000 to modify and prepare its software systems to accept Canary’s clinical data and provide return reporting under strict HIPAA-secure data protocols, and based on volume will pay a maximum of $20 per test, with discounts for increased volumes.
On May 13, 2026, the Company entered into a Securities Purchase Agreement with QC Funding LLC (“QC”) (“QC SPA Agreement”), pursuant to which the Company issued a convertible promissory note in the original principal amount of $48,125 (the “QC Note”) together with a Common Stock Purchase Warrant (the “ QC Warrant “) in connection with the QC SPA Agreement. The QC Warrant entitles QC to purchase up to of the Company’s common stock at an exercise price of $0.06 per share, and expires on May 12, 2031, five years from the date of issuance. The QC Warrant is exercisable immediately and may be exercised for cash or, after the six-month anniversary of issuance, on a cashless basis if no effective registration statement is filed. The aggregate cash purchase price received for both instruments was $35,000, and the QC Note matures on November 13, 2026.
The QC Note bears no stated interest. Upon an event of default as defined by the QC SPA Agreement, default interest accrues at 15% per annum, and the holder may convert the outstanding balance into common shares, require redemption upon an Event of Default. The QC Note is convertible on maturity or after the event of default. The conversion price is the lowest traded price during the twenty (20) business days immediately prior to delivery of a conversion notice multiplied by seventy percent (70%).
The QC Note is also subject to mandatory redemption upon the consummation of any subsequent financing of $2,000,000 or more. |