SUBSEQUENT EVENTS |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS
On July 16, 2026, the Company entered into inducement agreements with certain holders of the Company’s outstanding Series A-5 and Series A-6 Common Stock purchase warrants (originally issued in April 2026, the “April New Warrants”), pursuant to which such holders agreed to exercise for cash an aggregate of 2,528,572 April New Warrants (400,000 Series A-5 warrants and 2,128,572 Series A-6 warrants) at their existing exercise price of $0.975 per share, resulting in aggregate gross proceeds of $2,465,357.70. The transaction closed on July 20, 2026.
As an inducement to exercise, the Company agreed to issue to the exercising holders (i) unregistered Series A-7 Common Stock purchase warrants to purchase up to an aggregate of 800,000 shares of Common Stock (equal to 200% of the Series A-5 warrants exercised), with a five-year term, and (ii) unregistered Series A-8 Common Stock purchase warrants to purchase up to an aggregate of 4,257,144 shares of Common Stock (equal to 200% of the Series A-6 warrants exercised), with a twenty-four month term (collectively, the “July New Warrants”). The July New Warrants have an exercise price of $0.975 per share and are exercisable immediately upon issuance. In connection with the transaction, the Company issued to the placement agent, H.C. Wainwright & Co., LLC, warrants to purchase up to an aggregate of 177,000 shares of Common Stock at an exercise price of $1.2188 per share, with a five-year term.
The Company received net proceeds of $ after deducting the placement agent cash fee of $172,575 (7.0% of gross proceeds), accountable expenses of $75,000, clearing fees of $15,950, and Company legal counsel fees of $15,000, totaling $278,525.
The Company evaluated the July New Warrants and the placement agent warrants under ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity, and concluded that such warrants qualify for equity classification. The Existing Warrants were exercised at their stated exercise price of $0.975 per share and no term of the Existing Warrants was modified; the July New Warrants were issued solely as consideration for the exercises. The Company expects to recognize the aggregate fair value of the July New Warrants, estimated at approximately $4,975,654 as of the inducement date, as a cost of the offering, charged against the proceeds of the offering as a reduction of additional paid-in capital, for the period ending September 30, 2026. The amount is expected to have no effect on net loss or net loss per share for that period. This transaction occurred subsequent to June 30, 2026, and, accordingly, is not reflected in the accompanying condensed consolidated financial statements.
The July inducement agreements require the Company to file a resale registration statement covering the shares underlying the July New Warrants by August 15, 2026, and to cause it to be declared effective within 60 days, or 90 days in the event of full review by the Securities and Exchange Commission. Failure to meet either deadline would obligate the Company to pay partial liquidated damages of 2.0% per month of the aggregate exercise price of the July New Warrants, capped at 8.0%, or a maximum of $394,457, with unpaid amounts bearing interest at 18% per annum. No such amounts had accrued as of the date these condensed consolidated financial statements were issued.
Management evaluated subsequent events through August 14, 2026, the date these condensed consolidated financial statements were issued. |