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

Note 16 SUBSEQUENT EVENTS

 

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the accompanying consolidated financial statements.

 

Smithline Share Issuances

 

The Company continues to issue shares of its Class A Common Stock to Smithline under the Exchange Agreement, as amended, which is fully described in Note 14. The Company issued 178,312 shares of its Class A Common Stock to Smithline during the period April 1, 2025 to May 16, 2025, for a $264,928 reduction of the amount owed to Smithline. The balance remaining to be paid to Smithline at May 16, 2025 was $526,332.

 

Issuances of Series A Preferred Stock to Institutional Investor

 

Subsequent to March 31, 2025, pursuant to Securities Purchase Agreements, the Company issued shares of its Series A Preferred Stock, which are more fully discussed in Note 12, as follows:

 

  On April 4, 2025, the Company issued 375 shares of its Series A Preferred Stock to an institutional investor and received gross cash proceeds of $325,000;
     
  On April 15, 2025, the Company issued 275 shares of its Series A Preferred Stock to an institutional investor and received gross cash proceeds of $275,000;
     
  On May 8, 2025, the Company issued 550 shares of its Series A Preferred Stock to an institutional investor and received gross cash proceeds of $550,000; and
     
 

On May 19, 2025, the Company issued 550 shares of its Series A Preferred Stock to an institutional investor and received gross cash proceeds of $550,000.

 

Amended and Restated Strata Purchase Agreement

 

On May 15, 2025, the Company amended and restated the Strata Purchase Agreement that was previously entered into between the Company and ClearThink Capital Partners, LLC., to extend the maturity date to June 30, 2026 and improve and simplify the Purchase Price to define the price per share of Common Stock purchased shall equal 90% of the average of the two (2) lowest daily VWAP during the Valuation Period.

 

Amendments to Series B Preferred Stock and Series C Preferred Stock Certificates of Designation

 

On May 15, 2025, the Company amended the certificates of designation of its Series B and Series C preferred stock to remove an automatic conversion at 24 months after issuance to ensure the shares are treated as equity on the Company’s balance sheet.