v3.26.1
Stockholders’ Equity
 12 Months Ended
Dec. 31, 2025
Stockholders’ Equity [Abstract]  
STOCKHOLDERS’ EQUITY

Note 7 STOCKHOLDERS’ EQUITY

 

Authorized Capital

 

As of December 31, 2025, the Company’s authorized capital stock consisted of:

 

Class  Shares Authorized   Par Value 
Common Stock   100,000,000    0.001 
Preferred Stock   10,000,000    0.001 

 

Of the authorized preferred stock, 7,477,017 shares have been designated as Series A Convertible Preferred Stock.

 

Common Stock

 

As of December 31, 2025, and the subsequent period thereafter, there were 12,575,983 shares of common stock issued and outstanding.

Series A Convertible Preferred Stock

 

In connection with the Merger (see Note 4), on December 1, 2025, the Company issued 7,477,017 shares of Series A Convertible Preferred Stock to the former stockholders of MindWave Innovations. The aggregate fair value of the Series A Preferred Stock was equivalent to the fair value of the net assets acquired from MindWave. The material terms of the Series A Preferred Stock are as follows:

 

●Conversion: Each share of Series A Preferred Stock is convertible into 20 shares of common stock, which convert automatically upon majority shareholder approval.

 

●Voting rights: The Series A Preferred Stock does not maintain any voting rights.

 

●Redemption: The Preferred Stock issued is not redeemable

 

The Company evaluated the Series A Preferred Stock under ASC 480 and determined that the instrument is classified in permanent equity based on the terms of the Merger. The issuance of 7,477,017 shares of Series A Preferred Stock at an aggregate fair value of $145,335,708 represents a non-cash financing activity and is disclosed in the supplemental schedule of non-cash activities.