CAPITAL STOCK |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Equity [Abstract] | |
| CAPITAL STOCK | NOTE 18 - CAPITAL STOCK
Reverse Stock Split
On June 6, 2025. the Company effected a 1-for-10 reverse stock split (the “Reverse Stock Split”) of all outstanding shares of its Common Stock, $ par value per share.
All Common Stock, warrants, options and per share amounts set forth herein are presented to give retroactive effect to the Reverse Split for all periods presented.
Capital Contributions
During the years ended December 31, 2025 and 2024, the Company’s controlling shareholder, made capital contributions of $941,375 and $2,395,100, respectively. These cash contributions were made to support the working capital need of the Company and were made prior to the completion of the Share Exchange.
In connection with the Share Exchange described in Note 4 Acquisition above, the Company incurred a success fee of $12,390,253. This fee was paid by the Company’s controlling shareholder using shares of the Company’s Common Stock that was owned by the controlling shareholder and is therefore treated as a capital contribution.
ELOC Agreement
On July 10, 2025, the Company entered into the ELOC Agreement with an institutional investor (“ELOC Investor”), providing for a 24-month committed equity financing facility, pursuant to which the ELOC Investor has committed to purchase, at the Company’s direction in its sole discretion, up to an aggregate of $ of Common Stock, subject to certain limitations set forth in the ELOC Agreement.
The purchase price per share is equal to 96% of the lowest daily volume-weighted average price during a specified measurement period following each purchase notice. The Company may issue up to shares of Common Stock (exclusive of the commitment shares issued pursuant to the ELOC Agreement described below) under the ELOC, subject to a (i) 9.99% beneficial ownership cap, and (ii) a 19.99% exchange cap, unless shareholder approval is obtained or sales are made at or above the minimum price as defined by NYSE American rules.
As consideration for the ELOC Investors commitment, the Company agreed to issue a total of shares of Common Stock as a commitment fee, consisting of shares of Common Stock issued at closing and shares of Common Stock issued upon the effectiveness of the registration statement registering all shares of Common Stock issuable pursuant to the ELOC. The value of these shares at the time of issue was $3,342,000. This amount has been recognized in the statement of operations for the year ended December 31, 2025. The Company also entered into a registration rights agreement requiring it to file and maintain an effective resale registration statement for such shares issued under the ELOC.
The ELOC Agreement may be terminated by the Company at any time after commencement, provided the commitment fee and legal fees have been paid. The agreement automatically terminates upon the earlier of (i) full drawdown, (ii) expiration of the 24-month term, (iii) delisting, or (iv) bankruptcy events.
During the year ended December 31, 2025, the Company issued shares of Common Stock under the ELOC Agreement, for total gross proceeds of $3,925,972.
The Company engaged Univest Securities LLC as a placement agent and agreed to pay a cash fee equal to 1.5% of the gross funding amount for each drawdown.
Shares Issued for Cash Consideration
On November 21, 2025, the Company completed a registered direct offering with certain investors, issuing shares of its Common Stock at $ per share for net cash consideration of $7,368,902.
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