Summary of Significant Accounting Policies (Policies) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Use of Estimates | Use of Estimates
In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates in the accompanying financial statements involving the valuation of stock-based compensation, fair value measurement and long-term customer contracts.
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| Cash and Cash Equivalents | Cash and Cash Equivalents
Cash equivalents include all highly liquid investments with original maturities of three months or less.
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| Accounts Receivable | Accounts Receivable
Accounts receivable are comprised of unsecured amounts due from customers. The Company carries its accounts receivable at their face amounts less an allowance for credit losses. The allowance for credit losses is recognized based on management’s estimate of likely losses per year, past experience, review of customer profiles and the aging of receivable balances. As of March 31, 2026 and December 31, 2025, there was $1,160 of allowance for credit losses.
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| Related Parties | Related Parties
The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.
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| Fair Value of Financial Instruments | Fair Value of Financial Instruments
The Company’s financial instruments consist primarily of cash and accounts payable. The carrying values of these financial instruments approximate their respective fair values as they are short-term in nature or carry interest rates that approximate market rates.
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| Revenue Recognition | Revenue Recognition
The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts With Customers, which was adopted on January 1, 2018 using the modified retrospective method, with no impact to the Company’s comparative financial statements. Revenues are recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods or services. Revenue is recognized based on the following five step model:
Subscription and license
We enter into revenue arrangements in which a customer may purchase a combination of subscriptions, consulting services, training and education. Fully hosted subscription services (“SaaS”) allow customers to access hosted software during the contractual term without taking possession of the software.
We recognize revenue ratably over the contractual service term for hosted services that are priced based on a committed number of transactions where the delivery and consumption of the benefit of the services occur evenly over time, beginning on the date the services associated with the committed transactions are first made available to the customer and continuing through the end of the contractual service term. Over-usage fees and fees based on the actual number of transactions are billed in accordance with contract terms as these fees are incurred and are included in the transaction price of an arrangement as variable consideration. Revenue based on per-minute or per-word basis, where invoicing is aligned to the pattern of performance, customer benefit and consumption, are typically accounted for utilizing the “as-invoiced” practical expedient. Revenue for subscriptions sold as a fee per period is recognized ratably over the contractual term as the customer simultaneously receives and consumes the benefit of the underlying service.
Licenses for software may be purchased as a subscription for a fixed period of time or based on usage. Revenue from licenses is recognized at the point in time the software is available to the customer, provided all other revenue recognition criteria are met, and classified as revenue on our Statements of Operations. Our interpretation or translation services fees are based on a per-minute or per-word basis, are typically accounted for utilizing the “as-invoiced” practical expedient.
Our services are comprised primarily of fees related to training, and education for certain licenses that are recognized at a point in time. Training and education revenues are recognized as the services are performed.
OEM solution
The Company provides Over-the-phone, consecutive AI Translation Service (“VerbumCall SDK”) that uses WebSocket connections to provide an AI service designed to facilitate effortless communication across languages within the platforms. This product leverages advanced AI capabilities to provide consecutive audio translation, ensuring that both patrons and agents experience conversations without the need for additional steps or complicated setups.
The Company has multiple performance obligations in the customer contract with inContact. The Company is to generate revenue through the following sources: sale of OEM Solution software and professional services, which consist of implementation, configuration, custom development, optimization, training and technical support services of the OEM Solution.
VerbumAgentis
On March 31, 2025, the Company entered into a reseller and distribution agreement to provide software development kit (SDK) to the reseller to use and/or resell to their customers. The Company will provide the reseller with a VerbumAgentis communication platform and an encryption key to install on their computer system and servers. In return, the reseller is to pay an initial one-time paid-up fee of $500,000.
VerbumAgentis is a standalone communication platform with core capabilities such as chat-based interaction, transcription, and multilingual simultaneous interpretation for voice-to-voice customer interactions. It includes real-time bidirectional communication and integrations. While live translation leverages underlying language models (SDK), the core platform delivers independent value even without SDK execution for each interaction.
VerbumAgentis is installed on client’s servers that they control. The Company is to deliver and install the VerbumAgentis platform on the customers’ server and provide translation services on an as requested basis by the end customers. The customer benefits from the VerbumAgentis platform as a standalone system once installed on their infrastructure. Further, the translation services and other per usage items outlined in the contract are obligations that arise when those services are initiated by the customer.
Disaggregation of revenues
The Company disaggregates revenue between subscription and license revenue and professional service revenue.
Deferred Revenue
Deferred revenue includes service and support contracts and represents the undelivered performance obligation of agreements that are typically for one year or less. On October 8, 2024, the Company entered into an OEM Agreement to provide OEM Solutions hosting consisting of over-the-phone consecutive AI language translation solutions. Upon execution of the agreement, the Company received $700,000 from NICE as a credit balance for future service. The Company identified three separate performance obligations within the contract. The performance obligations are OEM Solution service, professional services and technical support. The OEM Solution revenue is recognized based on a per-minute rate while the professional services and technical support revenue is recognized based on a per hour rate. The Company expects the $700,000 credit to be used mainly by OEM Solution and professional services. The Company recognized $448,804 of the credit during the year ended December 31, 2025. As of March 31, 2026, the Company expects to recognize all the unsatisfied performance obligations as revenue in the following quarter. During the three months ended March 31, 2026, the Company recognized $110,696 as revenue from the credit. As of March 31, 2026, the deferred revenue balance was $140,500.
During the period ended March 31, 2026, the Company recorded additional $98,125 of deferred revenue. As of March 31, 2026 and December 31, 2025, the deferred revenue balance was $303,624 and $316,196, respectively.
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| Stock-Based Compensation | Stock-Based Compensation
All stock-based awards to employees and non-employee contractors, including any grants of stock and stock options, are measured at fair value at the grant date and recognized over the relevant vesting period in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. Stock based awards to non-employees are recognized as a selling, general and administrative expense over the period of performance. Such awards are measured at fair value at the date of grant. In addition, for awards that vest immediately, the awards are measured at fair value and recognized in full at the grant date.
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| Basic and Diluted Loss Per Share |
Basic loss per common share is computed by dividing the net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is determined by using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. As of March 31, 2026, the Company’s potentially dilutive shares, which were not included in the calculation of net loss per share, included warrants to purchase common shares, options to purchase common shares, conversion of Series B-1 shares to purchase common shares, conversion of Series A shares to purchase common shares, and the conversion of the convertible notes to common shares. Accordingly, the number of weighted average shares outstanding, as well as the amount of net loss per share are presented for basic and diluted per share calculations As of March 31, 2026 and 2025, reflected in the accompanying statement of operations.
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| Segments Reporting | Segments Reporting
The Company manages its operations as a single segment for the purpose of assessing performance and making operating decisions. The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer. The CODM allocates resources and evaluates the performance of the Company using information about combined net income from operations. All significant operating decisions are based upon an analysis of the Company as one operating segment, which is the same as its reporting segment.
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| Recent Accounting Pronouncements | Recent Accounting Pronouncements
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 requires specified information about certain costs and expenses be disclosed in the notes to the financial statements, including the expense caption on the face of the income statement in which they are disclosed, in addition to a qualitative description of remaining amounts not separately disaggregated. Entities will also be required to disclose their definition of “selling expenses” and the total amount in each annual period. The standard is effective for the Company for annual periods beginning January 1, 2027 and for interim periods beginning January 1, 2028, with updates applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its disclosures.
Credit Losses
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides updates related to CECL guidance for certain short-term receivables. The ASU is effective for fiscal years beginning after December 15, 2025. We adopted ASU No. 2025-05 during the year ended December 31, 2026, with no material impact to the Company’s financial statements or results of operations. |
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