Debt and Financing Arrangements |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Debt and Financing Arrangements [Abstract] | |
| DEBT AND FINANCING ARRANGEMENTS | Note 6 DEBT AND FINANCING ARRANGEMENTS
Convertible Notes
In connection with the merger, the company executed a securities purchase agreement on December 1, 2025, of an aggregate maximum principal amount equal to $129,000,000 to be assigned in tranches, when or if the company desires to exercise said tranches. Each note is issued in the form of senior secured convertible notes to be converted into common shares of the company stock at any time the investor (“the buyer”) elects to do so.
On the date December 8, 2025, the company executed the first, and only, senior secured convertible note (“the note”) in connection with the securities purchase agreement disclosed herein for a principal amount of $10,900,000. The gross issuance of the note was equal to $10,000,000, of which, the company recorded issuance costs of $1,446,000 (inclusive of $500,000 deferred offering costs) and a derivative liability addressing variable conversion terms equivalent to $1,672,059 upon issuance of the note. The note maintains an issuance date of December 8, 2025 and a maturity date one year from issuance, December 8, 2026. Upon issuance, the Company disbursed a total amount of $1,104,000 to its respective subsidiary, MindWave Innovations, and currently holds an amount of $8,000,000 in an investor-controlled Deposit Account Control Agreement wherein the Company does not possess the ability to actively draw upon the dollar amount described. This total of $8,000,000 is disclosed on the financial statements as restricted cash, given the funding has not been released to the Company as of December 31, 2025, or the subsequent period thereafter. In accordance with one year maturity, the note net of issuance costs, derivative, and original issue discount, are recorded as a current liability.
Related Party Notes
On the date March 21, 2025, the Company was issued an unsecured promissory note in the principal amount of $250,000 by Inscobee Inc. (“Inscobee”), a stockholder of the Company. The note bears interest at a rate of 5% per annum, with principal and accrued interest due and payable on May 19, 2026. The note is prepayable by the Company at any time without penalty. The note is classified as a current liability on the consolidated balance sheet based on the May 19, 2026 maturity date. The note is in addition to two notes issued by the same party in the previous year of 2024, combining to an aggregate principal amount of $500,100 as of December 31, 2025.
At December 31, 2025, the company had an advance payable to its CEO of $12,000 reflected as advance payable related party on the accompanying consolidated balance sheet. |