v3.25.2
Subsequent Events
3 Months Ended
Mar. 31, 2025
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 10 — SUBSEQUENT EVENTS

 

The Company has evaluated events and transactions subsequent to March 31, 2025 through the date these condensed consolidated financial statements were included on Form 10-Q and filed with the SEC. Other than the matters described below, there are no additional subsequent events identified that would require disclosure in the condensed consolidated financial statements.

 

Convertible Debt

 

In April of 2025, the Company issued 29,305 shares of Common Stock in connection with the total 29,660 of shares due for the accrued interest on the original issue discount convertible promissory notes totaling $103,101 as of March 31, 2025. The remaining 355 shares are pending to be issued and the balance of the accrued interest for the shares that were not yet issued, $1,234, is and will be recorded as a share payable in each respective period until issued.

 

Notes Payable

 

In April of 2025, the Company repaid a bridge loan which was received in November of 2024 with a principal amount of $30,000 and accrued interest of $30,000. The noteholder agreed to be repaid a total of $29,223 for the principal amount and $29,223 for the accrued interest on the loan. This resulted in a gain on debt extinguishment of $1,554. The final payment was made on April 1, 2025.

 

On April 2, 2025, a shareholder and the Company agreed on repayment terms for various loans including accrued interest. The total principal amount includes the loans from February 2025 and an $80,000 loan which was made to the Company during August of 2024, included in Note 6. The total repayment was $206,617 and it included $95,500 in principal and $111,117 in accrued interest. The final payment was made on April 1, 2025.

 

Convertible Debt - December 2024

 

In March of 2025, the Company repaid the total loan principal of $25,000 and accrued interest of $7,500 that was outstanding as of December 31, 2024. The 1,875 shares in connection with the share payable amount of $7,500 as of March 31, 2025, were issued in April of 2025, subsequent to the maturity date of February 15, 2025.

 

In April of 2025, the Company issued 11,250 shares of Common Stock in connection with a $45,000 balance in shares payable as of March 31, 2025.

 

Marketing Agreement

 

In April of 2025, the first payment of $50,000 was made, subsequent to the due date of March 20, 2025. Additionally, $200,000 worth of the Company’s common stock, priced at the Company’s IPO price of $4.00 per share became due within ten business days of the Listing Date. The Company issued the shares, totaling 50,000, in April of 2025, subsequent to the due date of March 20, 2025.

 

Stock Issuances

 

In April of 2025, the Company issued 6,250 shares of common stock in connection to the stock subscription dated December 26, 2024 with our current CFO, Chetan Jindal, for total cash proceeds of $25,000.

 

Technology Purchase Agreements

 

On May 12, 2025, the Company executed an amendment to the MSA with Artemis. The amendment eliminated the guarantee of the sale price delta making the Company no longer subject to guaranteeing a minimum return of $4 on the sale of each share received in compensation for the MSA. The amendment triggered a payment of $225,000 by the Company to Artemis. Further, the Company agreed to remove the lock-up provision and gradual release obligations relating to the stock consideration included in exhibit A of the agreement which releases 234,375 shares of Common Stock.

 

On the same day, the Company executed an amendment to the SaaS Agreement with EVEMeta. The amendment eliminated the guarantee of the sale price delta making the Company no longer subject to guaranteeing a minimum return of $4 on the sale of each share received in compensation for the SaaS Agreement. The amendment triggered a payment of $25,000 by the Company to EVEMeta.

 

Stock Options  

 

In June of 2025, the Company issued stock options to Executives, an employee and a contractor of the Company with options to purchase a total of 1,052,888 shares of Common Stock. Vesting terms extend from three to four years, with some of the shares vesting immediately. As of June of 2025, 436,833 shares were vested. The options carry strike prices that range from $0.576 to $0.839.