Related Party Transactions |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | NOTE 6 – RELATED PARTY TRANSACTIONS
On March 11, 2026, the Company completed the acquisition of Ignite in exchange for 36,000 shares of the Company’s Series A-2 Convertible Preferred Stock (the “Preferred A-2 Shares”).
Certain investors that received Series A-2 Convertible Preferred Stock as consideration in connection with the Ignite acquisition held pre-existing financial interests in the Company, including ownership of Series A-1 preferred stock, warrants, and other financing arrangements. In addition, certain parties involved in the transaction have participated in prior financing and strategic transactions involving the Company and related entities. Accordingly, the Company determined that the transaction constitutes a related party transaction under ASC 850.
The acquisition was reviewed and approved in accordance with the Company’s corporate governance procedures. The accounting for the acquisition remains provisional under ASC 805 while the Company completes its valuation analysis of the consideration transferred and the identifiable assets acquired and liabilities assumed. As of the reporting date, the Company has preliminarily recorded the acquired net tangible assets based on management’s current estimate of fair value. The Company may record adjustments to the preliminary purchase price allocation during the measurement period as additional information becomes available.
The Preferred A-2 Shares includes variable conversion pricing mechanisms, anti-dilution adjustments, beneficial ownership limitations, and other conversion features linked to the market price of the Company’s common stock.
As of March 31, 2026, no amounts remained payable to the related parties in connection with the acquisition other than rights and obligations arising from the outstanding Preferred A-2 Shares and related transaction agreements. (Note 10) |