SUBSEQUENT EVENTS |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS
On April 1, 2026, in connection with the appointment of Jarret Mathews as Chief Operating Officer, the Company entered into an executive employment agreement with Mr. Mathews that includes equity-based compensation arrangements. As a condition of his commencement of employment, the vesting of an existing equity award held by Mr. Mathews that was granted while he was providing services to the Company in a consulting capacity, representing shares of the Company’s common stock granted in August 2025, was accelerated such that all remaining unvested shares became fully vested as of the commencement date.
Also on April 1, 2026, the Company granted Mr. Mathews shares of restricted common stock as an inducement to enter into employment with the Company. In addition, on April 1, 2026, the Company granted Mr. Mathews options to purchase shares of the Company’s common stock pursuant to the Company’s 2025 Equity Incentive Plan. The options were granted with an exercise price equal to the fair market value of the Company’s common stock on the grant date and vest in installments subject to the achievement of specified revenue-based performance milestones and continued service.
Mr. Mathews’ employment agreement also provides that he may be eligible for additional equity awards during the term of his employment, subject to approval by the Company’s Compensation Committee. All equity awards granted are subject to the terms and conditions of the Company’s equity incentive plans and the applicable award agreements.
On April 1, 2026, the Company entered into a Third Amendment to the employment agreement with Theresa Carlise, the Company’s Chief Financial Officer, which amended certain compensation and benefits provisions, including base salary, allowances, bonus eligibility, and equity-based compensation. In connection with the amendment, Ms. Carlise was granted options to purchase shares of the Company’s common stock, which were vested immediately and granted pursuant to the Company’s 2025 Equity Incentive Plan. All other terms of Ms. Carlise’s employment agreement remain in effect.
On April 1, 2026, the Company granted options to purchase shares of common stock to the Company’s General Counsel. The options vested immediately and were granted pursuant to the Company’s 2025 Equity Incentive Plan.
On April 1, 2026, the Company agreed to grant shares of common stock to a consultant for services rendered. The shares will be granted pursuant to the Company’s 2025 Equity Incentive Plan and are to be issued upon the effectiveness of a registration statement on Form S-8.
On April 1, 2026, the Company granted options to purchase shares of common stock to an employee of the Company, which vest in two equal installments on the first and second anniversaries of the grant date, subject to continued service, pursuant to the applicable employment agreement and the Company’s 2025 Equity Incentive Plan.
On May 1, 2026, the Company entered into an employment agreement with Brian Mack, appointing him to the position of Chief Growth Officer. In connection with the agreement and pursuant to the Company’s 2025 Equity Incentive Plan, on May 1, 2026, the Company granted to Mr. Mack (i) shares of restricted common stock, of which shares will vest upon the registration of Form S-8 and the remaining shares shall vest upon the achievement of specified revenue-based performance milestones, and (ii) stock options, with vesting contingent upon the achievement of specified revenue-based performance targets. The vested restricted shares are to be issued upon the Company’s registration of the Form S-8 as a commencement incentive. The remaining restricted shares and stock options remain subject to the achievement of the applicable performance conditions.
All equity awards granted subsequent to March 31, 2026 were approved by the Company’s Compensation Committee, were measured at fair value as of the applicable grant dates based on the closing price of the Company’s common stock and are subject to the terms and conditions of the Company’s equity incentive plans and applicable award agreements. |