SUBSEQUENT EVENTS |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | NOTE 13 - SUBSEQUENT EVENTS
Subsequent to December 31, 2025, on January 7, 2026, the Company sold shares of common stock in exchange for cash proceeds of $200,000. The Company also received $250,000 for the subscription of an additional shares not yet issued.
On February23, 2026, the Company issued shares each to Mr. Brocopp and Mr. Blackstone pursuant to their director agreements.
Appointment of Roy Milner as Independent Director
On February 11, 2026, the Board of Directors appointed Roy Milner (“Mr. Milner”) to serve as an independent director of the Company, as defined under the applicable SEC rules and Nasdaq listing standards. On February 10, 2026, Mr. Milner and the Company entered into an Independent Director Agreement, with the following summarized terms:
Mr. Milner shall serve as an independent director of the Company and be available to perform the duties consistent with such position pursuant to the Certificate of Incorporation and Bylaws of the Company. Mr. Milner’s employment commenced on February 10, 2026, and continues for a term of three (3) years.
Compensation that Mr. Milner will receive during his term includes the sum of $5,000, each calendar quarter, payable in the third month of each calendar quarter, and with such amount for any partial calendar quarter being appropriately prorated. Upon employment, the Company shall issue to Mr. Milner shares of common stock, par value $ per share, of the Company (the “Common Stock”), subject to the terms and conditions of the Company’s applicable equity incentive plan and any related grant documentation, and a grant each calendar quarter of $ in shares of Common Stock with shares divided by a VWAP schedule.
The Company shall reimburse Mr. Milner for all reasonable out-of-pocket expenses incurred in the ordinary course of the Director’s business, with out-of-pocket expenses of the Director in excess of $500 subject to preapproval in advance by the Company.
Mr. Milner is bound by certain confidentiality covenants with the Company. And has made certain representations and warranties customary to directors. According to the terms of the Independent Director Agreement, Mr. Blackstone shall relinquish all ownership to the Company, of work product related to his position with the Company, including any intellectual and proprietary rights of work product resulting from his position as director.
Resignation of Edward D. Kratovil from the Board of Directors
On February 14, 2026, Edward D. Kratovil, a member of the Board of Directors, notified the Company of his intention to retire from the Board of Directors effective immediately due to health-related reasons. Mr. Kratovil did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies or practices. |