Stockholders’ Equity |
3 Months Ended |
|---|---|
Mar. 31, 2025 | |
| Equity [Abstract] | |
| Stockholders’ Equity | 10. Stockholders’ Equity
Preferred Stock
As of March 31, 2025, the Company has authorized shares of preferred stock with rights and preferences, including voting rights, to be designated from time to time by the board of directors. There were shares of preferred stock issued or outstanding as of March 31, 2025.
Common Stock
As of March 31, 2025, the Company has authorized shares of common stock. Each holder of common stock shall be entitled to one vote for each share held as of the record date and shall be entitled to receive dividends, when, as and if declared by the stockholders’ meeting or the Board of Directors. The total common stock issued and outstanding as of March 31, 2025 was shares.
On October 9, 2024, the Company’s sole director and majority stockholder approved a reverse stock split of the Company’s issued common stock at a ratio of 2:1, which became effective on October 9, 2024. As a result of the reverse stock split, shares of common stock were issued and outstanding. The Company believes it is appropriate to reflect the above transactions on a retroactive basis in accordance with ASC 260. All references made to share or per share amounts herein have been retroactively adjusted to reflect the 2:1 reverse split.
On December 23, 2024, the convertible promissory note dated September 5, 2024, held by Naoaki Mashita, the Chief Executive Officer of V-Cube, Inc., the principal stockholder of the Company, having the outstanding principal balance of $317 was partially converted into fully paid and non-assessable unregistered shares of common stock of the Company at a conversation price of $ per share, relative to the principal amount outstanding, in accordance with the terms thereof.
On February 18, 2025, the Company completed its initial public offering (“IPO”) of shares of common stock at a public offering price of $per share. The net proceeds to the Company from the IPO, after deducting underwriting discounts and offering expenses of approximately $1,102 payable by the Company, were approximately $8,900.
Upon closing of the IPO, the Company issued to Bancroft Capital, LLC warrants to purchase an aggregate of of the shares of common stock sold in the offering. Pursuant to the agreement, the warrants are exercisable in whole or in part, commencing 181 days after the date of the commencement of the sales of the public securities and expiring on the five-year anniversary of the date of commencement of sales in the offering, at an exercise price per share equal to of the public offering price per share. No warrants were exercised as of the period ended March 31, 2025.
On February 19, 2025, Spirit Advisors, LLC (“Spirit Advisors”) elected to exercise certain warrants in full that were issued to it by the Company in partial consideration for consulting services rendered in connection with the IPO. The net shares issued pursuant to such exercise were shares of the Company’s common stock.
On March 17, 2025, the Company’s Board of Directors approved a share repurchase program under which the Company may repurchase up to $1,000 of its outstanding shares of common stock. On March 18, 2025, the Company entered into a letter agreement with Bancroft Capital, LLC to assist the Company with its share repurchase program.
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