v3.26.1
Accounting Policies, by Policy (Policies)
3 Months Ended
Mar. 31, 2026
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

The Company has prepared these unaudited condensed financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”). Except as disclosed herein, there have been no material changes in the information disclosed in the Notes to the Financial Statements included in the Annual Report for the year ended December 31, 2025 (the “Annual Report”). Accordingly, the unaudited condensed financial statements and related disclosures herein should be read in conjunction with the Annual Report.

As permitted under the SEC requirements for interim reporting, certain footnotes or other financial information have been condensed or omitted. These financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of results for the interim periods presented. Revenues, expenses, assets and liabilities can vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be representative of those for the full year.

Principals of Consolidation

Principals of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Lokahi Therapeutics Inc. and MindWave Innovations Inc. All intercompany balances and transactions have been eliminated in consolidation.

Liquidity

Liquidity

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of March 31, 2026, the Company had accumulated deficit amount of $45,452,913 For the three months ended March 31, 2026, the Company incurred net losses of $35,059,852 and used cash from operations of $2,067,727. and expects to continue to incur substantial losses in the future. On December 8, 2025, the Company completed a PIPE financing (the “PIPE”) with an aggregate maximum amount of $120,900,000 drawn in tranches at the Company’s discretion if the market conditions allow. As of March 31, 2026, the Company has drawn a total amount of $10,900,000 from the PIPE (see note 6) wherein $8,000,000 in proceeds have been recorded as restricted cash. Ther can be no assurance that the Company will be able to draw funds from the PIPE at terms acceptable to it or at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not contain any adjustments that might result from the outcome of this uncertainty.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgements and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions made in the accompanying unaudited condensed financial statements include, but are not limited to, the fair value of digital assets, the determination of prepaid clinical development costs, stock-based compensation and estimates that are related to convertible instruments. Actual results could differ from those estimates, and such differences could be material to the financial statements.

Digital Assets

Digital Assets

Digital assets consist of Bitcoin (“BTC”), Tether (“USDT”), and MindWaveDAO NILA tokens (“NILA Tokens”). Effective upon the adoption of ASU 2023-08, Accounting for and Disclosure of Crypto Assets, the Company accounts for in-scope crypto assets that meet the definition of an intangible asset and are fungible as follows:

  BTC — Measured at fair value with changes in fair value recognized in the consolidated statement of operations within “Unrealized gain (loss) on digital assets.” BTC meets the criteria of ASU 2023-08 and is classified within Level 1 of the fair value hierarchy based on quoted prices in active markets.
  USDT — Tether is a stablecoin pegged to the U.S. dollar. The Company measures USDT at fair value and classifies USDT within Level 1 of the fair value hierarchy based on quoted prices on active cryptocurrency exchanges. Because USDT is designed to maintain a stable value relative to the U.S. dollar, changes in fair value are generally not material.
  NILA Tokens — The NILA Tokens are utility tokens issued within the MindWaveDAO ecosystem. NILA Tokens trade on a limited number of centralized cryptocurrency exchanges, primarily the NILA/USDT trading pair. The Company measures NILA Tokens at fair value and classifies them within Level 2 of the fair value hierarchy based on quoted prices for identical or similar assets in markets that are not considered active due to the limited number of trading venues and relatively low trading volume. Gains and losses realized upon the sale of NILA Tokens are recognized within “Realized gain (loss) on sale of digital assets” in the consolidated statement of operations. Unsold NILA Tokens are remeasured at fair value at each reporting date, with unrealized changes recognized within “Unrealized gain (loss) on digital assets” in the consolidated statement of operations.
Fair Value Measurement

Fair Value Measurement

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

  Level 1 —  Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
     
  Level 2 —  Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
     
  Level 3 —  Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

A financial asset or liability classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The Carrying value of cash, restricted cash and short-term investments approximates their fair value as these assets all represent cash. The tables below summarize the fair values of our financial assets and liabilities as of March 31, 2026:

As of March 31, 2026

   Level 1   Level 2   Level 3   Total 
Assets:                
Digital assets — BTC  $66,552,480    
-
    
-
    66,552,480 
Digital assets — USDT  $6,491,176    
-
    
-
    6,491,176 
Digital assets — NILA Tokens  $-    54,771,517    
-
    54,771,517 
Total assets at fair value  $73,043,656    54,771,517    
-
    127,815,173 
                     
Liabilities:                    
Warrant liabilities   
-
    
-
    
-
    
-
 
Derivative liability  $
-
         1,568,634    1,568,634 
Total liabilities at fair value  $
-
    
-
    
-
    1,568,634 

As of December 31, 2025

Assets:                
Digital assets — BTC  $88,318,950    
-
    
-
    88,318,950 
Digital assets — USDT  $6,484,632    
-
    
-
    6,484,632 
Digital assets — NILA Tokens  $
-
    55,081,789    
-
    55,081,789 
Total assets at fair value  $94,803,582    55,081,789    
-
    149,885,371 
                     
Liabilities:                    
Warrant liabilities   
-
    
-
    
-
    
-
 
Derivative liability  $
-
         1,616,913    1,616,913 
Total liabilities at fair value  $
-
    
-
    
-
    1,616,913 
Convertible Instruments

Convertible Instruments

The Company accounts for the embedded conversion feature of its senior secured convertible note as a derivative liability in accordance with FASB ASC Topic 815, Derivatives and Hedging (“ASC 815”). At the time of issuance, the Company evaluates whether the conversion feature meets the definition of a derivative under ASC 815-10 and whether it is required to be bifurcated from the host debt instrument and accounted for separately. The assessment considers whether the embedded feature is clearly and closely related to the host contract, whether the hybrid instrument is measured at fair value through earnings, and whether the feature, if freestanding, would meet the definition of a derivative — including the criteria for equity classification under ASC 815-40, such as whether the feature is indexed to the Company’s own common stock and whether the Company could be required to settle the feature in a manner that precludes equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance and as of each subsequent quarterly period end date while the convertible note remains outstanding.

For embedded conversion features that meet all the criteria for equity classification under ASC 815-40, no bifurcation is required and the entire instrument is accounted for as debt. For embedded conversion features that do not meet the criteria for equity classification and otherwise meet the bifurcation requirements of ASC 815-15, the feature is bifurcated from the host debt instrument and recorded as a derivative liability at its initial fair value on the date of issuance, with the residual proceeds allocated to the host debt instrument. The derivative liability is remeasured at fair value at each subsequent balance sheet date, with changes in fair value recognized as a non-cash gain or loss in other income (expense) in the consolidated statements of operations. The fair value of the derivative liability was estimated using a Monte Carlo simulation model.

On December 8, 2025, the Company issued a senior secured convertible note with a principal amount of $10.9 million for proceeds of $10.0 million. The Company evaluated the embedded conversion feature and concluded that it did not meet the criteria for equity classification under ASC 815-40 and was required to be bifurcated and accounted for as a derivative liability. Accordingly, the Company recorded the conversion feature at its initial fair value of $1,672,059 on the issuance date, with a corresponding reduction to the carrying amount of the convertible note, and remeasures the derivative liability at fair value at each reporting date.

For the Company’s liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3), the following table provides a reconciliation of the beginning and ending balance for each category therein, and gains or losses recognized during the three ended March 31, 2026:

Balance – December 31, 2025  $1,616,913 
Change in fair value of derivative liability   (48,279)
Ending balance – March 31, 2026  $1,568,634 
  

March 31,

2026

(Issuance

Remeasurement)

 
   Derivative Liability 
Fair Value  $1,568,634 
Valuation technique   Monte Carlo Simulation Model 

In connection with the issuance of the senior secured convertible note on December 8, 2025, the Company bifurcated the embedded conversion feature and recorded it as a derivative liability with an initial fair value of $1,672,059. The derivative liability is remeasured at fair value at each reporting date, with changes in fair value recognized in other income (expense) in the consolidated statements of operations.

During the period from issuance through December 31, 2025, the Company recognized a gain of $55,146 from the change in fair value of the derivative liability, resulting in a balance of $1,616,913 as of December 31, 2025. During the three months ended March 31, 2026, the Company recognized an additional gain of $48,279 from the change in fair value, resulting in a balance of $1,568,634 as of March 31, 2026.

The fair value of the derivative liability was estimated using a Monte Carlo simulation model, which incorporates assumptions regarding the Company’s stock price, expected volatility, risk-free interest rate, expected term, and the probability and timing of the various conversion, redemption, and contingent payment scenarios contemplated by the note.

Concentrations of Credit Risk

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in financial institutions which, at times, may exceed the federal depository insurance corporation limit of $250,000. As of March 31, 2026, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Segment Information

Segment Information

In accordance with ASC 280, Segment Reporting, the Company operates as two segments: (i) the BioBusiness segment, which advances the Company’s lead product candidate, Apitox, and related preclinical and translational research activities; and (ii) the Digital Assets segment, which encompasses the Company’s digital asset holdings (Bitcoin, Tether, and NILA Tokens) acquired in connection with the MindWave acquisition and the activities associated with the MindWaveDAO ecosystem. The Company’s chief operating decision maker (“CODM”), who is the Chief Executive Officer, regularly reviews discrete financial information for each segment, including key segment expenses and segment loss, for purposes of making operating decisions, allocating resources, and evaluating financial performance.

The CODM assesses each segment’s performance primarily through the analysis of operating expenses, with key categories including research and development and general and administrative expenses. Financial information provided to and utilized by the CODM is consistent with the Company’s U.S. GAAP financial statements. As of March 31, 2026, the Company has not generated any revenue from either segment. For the purposes of this disclosure, all BioBusiness activity pertaining to the three months ended December 31, 2025, and prior to BioBusiness formation as of December 1, 2025 are categorized as BioBusiness expenses given the Company operated as a singular biopharmaceutical entity predating the Merger transaction closed December 1, 2025.

The following tables presents the Company’s segmented results for the three months ended March 31, 2026 and March 31, 2025, respectfully.

For the three months ended March 31, 2026

   BioBusiness
Segment
   Digital Asset
Segment
   Corporate   Consolidated 
Revenue  $
-
   $
-
   $
-
   $
-
 
                     
Operating expenses:                    
Research and development   901,144    
-
    
-
    901,144 
General and administrative   1,378,074    1,660,921    8,245,555    11,284,550 
Total operating expenses  $2,279,218   $1,660,921   $8,245,555   $12,185,694 
Loss from operations   (2,279,218)   (1,660,921)   (8,245,555)   (12,185,694)
                     
Other income (expense), net:                    
Realized gain on sale of digital assets   
-
    15,100    
-
    15,100 
Trading gains, net   
-
    2,029    
-
    2,029 
Unrealized gain (loss) on digital assets   
-
    (22,078,601)   
-
    (22,078,601)
Change in FV of derivative   
-
    
-
    48,279    48,279 
Change in FV of warrant liability   
-
    
-
    
-
    
-
 
Interest income   
-
    
-
    7    7 
Interest expense   (2,222)   
-
    (857,183)   (859,405)
Foreign currency transaction loss   
-
    (1,567)   
-
    (1,567)
Total other income (expense), net  $(2,222)  $(22,063,039)  $(808,897)  $(22,874,158)
Net loss  $(2,281,440)  $(23,723,960)  $(9,054,452)  $(35,059,852)

For the three months ended March 31, 2025

  

BioBusiness

Segment

  

Digital Asset

Segment

   Corporate   Consolidated 
Revenue  $
-
   $
    -
   $
     -
   $
       -
 
                     
Operating expenses:                    
Research and development   
 
    -    -    
 
 
General and administrative   364,368    
-
    
-
    364,368 
Total operating expenses  $364,368   $    $    $364,368 
Loss from operations   (364,368)             (364,368)
                     
Other income (expense), net:   -    -           
Realized gain on sale of digital assets   
-
    
-
    
-
    
 
 
Trading gains, net   
-
    
 
    
-
    
-
 
Unrealized gain (loss) on digital assets   
-
    
-
    
-
    
-
 
Change in FV of derivative   
-
    
-
    
-
    
-
 
Change in FV of warrant liability   
-
    
-
    
-
    
-
 
Interest income   
-
    
-
    3    3 
Interest expense   
 
    
-
    (38,032)   (38,032)
Foreign currency transaction loss   
-
    
-
    
-
    
-
 
Total other income (expense), net  $
-
   $
-
   $(38,029)  $(38,029)
Net loss  $(364,368)  $
-
   $(38,029)  $(402,397)

The following tables present the Company’s segmented assets as of March 31, 2026 and December 31, 2025.

As of March 31, 2026

   BioBusiness   Digital Asset         
   Segment   Segment   Corporate   Consolidated 
Cash & Cash Equivalents  $921,284   $55,704   $2,546   $979,534 
Restricted Cash   
-
    
-
    8,000,000    8,000,000 
Short Term Investments   1,500,000    
-
    
-
    1,500,000 
Prepaid Expenses   2,647,579    
-
    
-
    2,647,579 
Digital assets, at fair value   
-
    127,815,173    
-
    127,815,173 
Other Assets   228,371    
-
    48,500    276,871 
Total Assets  $5,297,234   $127,870,877   $8,051,046   $141,219,157 

As of December 31, 2025

   BioBusiness   Digital Asset         
   Segment   Segment   Corporate   Consolidated 
Cash & Cash Equivalents  $1,492,054   $144,600   $
-
   $1,636,654 
Restricted Cash   
-
    
-
    8,000,000    8,000,000 
Short Term Investments   2,000,000    
-
    
-
    2,000,000 
Prepaid Expenses   2,374,189    
-
    
-
    2,374,189 
Digital assets, at fair value   
-
    149,885,371    
-
    149,885,371 
Other Assets   239,021    
-
    48,500    287,521 
Total Assets  $6,105,264   $150,029,971   $8,048,500   $164,183,736 
Cash, Cash Equivalents, and Restricted Cash

Cash, Cash Equivalents, and Restricted Cash

The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. As of March 31, 2026 and December 31, 2025, the Company had no cash equivalents.

The Company considers all cash balances in which the Company maintains legal ownership but does not maintain the ability to effectively draw upon the balance on a day-to-day basis as restricted cash. As of March 31, 2025, and December 31, 2025, the Company has recorded a balance of $8,000,000 to be recognized as restricted cash, as the amount is held within an investor-controlled Deposit Account Control Agreement (“DACA”) account.

Patent Costs

Patent Costs

All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses in the accompanying statements of operations.

Leases

Leases

The Company accounts for a contract as a lease when it has the right to direct the use of the asset for a period of time while obtaining substantially all of the asset’s economic benefits. The Company determines the initial classification and measurement of its right-of-use assets (“ROU”) and lease liabilities at the lease commencement date and thereafter if modified. ROU assets and liabilities are to be represented on the balance sheet at the present value of future minimum lease payments to be made over the lease term. The Company has elected as an accounting policy not to apply the recognition requirements in ASC 842, Leases (“ASC 842”) to short-term leases. Short-term leases are leases that have a term of 12 months or less and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. The Company recognizes the lease payments for short-term leases on a straight-line basis over the lease term. As of March 31, 2026, and December 31, 2025, the Company has recognized a lease which qualifies to be classified in accordance with ASC 842.

Property and Equipment, net

Property and Equipment, net

Property and equipment, net is stated at cost (less) accumulated depreciation. These assets are depreciated over their estimated useful lives of three to seven years using the straight-line method.

The Company adheres to ASC 360 “Property, Plant, and Equipment” and periodically evaluates whether current facts or circumstances indicate that the carrying value of its depreciable assets to be held and used may not be recoverable. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived assets, or the appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists. If an asset is determined to be impaired, the loss is measured based on the difference between the asset’s fair value and its carrying value. For long-lived assets, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows. The Company reports an asset to be disposed of at the lower of its carrying value or its fair value less costs to sell.

Related Parties

Related Parties

The Company follows ASC 850, “Related Party Disclosures” for the identification of related parties and disclosure of related party transactions.

General and Administrative

General and Administrative

General and administrative expenses consist primarily of management personnel costs, professional service fees, and other general overhead and facility costs, including rent, insurance, and select operating expenses pertaining to management and maintenance of the DAO, which relate to the Company’s general and administrative functions. For the three months ended March 31, 2026, General and administrative expenses include a one-time charge of $8.
Research and Development

Research and Development

Research and development expenses consist primarily of consulting, regulatory and manufacturing related costs, third-party license fees and external costs of vendors engaged to conduct preclinical development activities. These costs are expensed as incurred and non-refundable prepayments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized in prepaid expenses and other current assets.

The Company enters into arrangements with contract research organizations in connection with pre-clinical and clinical trials. Such arrangements often provide for payment prior to commencing the project or based upon predetermined milestones throughout the period during which services are expected to be performed. As part of the process of preparing the Company’s financial statements, management is required to estimate prepaid and accrued clinical trial expenses. The date on which services commence, the level of services performed on or before a given date, and the cost of such services are often determined based on subjective judgments informed by the facts and circumstances known to management from the terms of the contract and the Company’s ongoing monitoring of service performance. The Company makes these judgments based upon the facts and circumstances known to management based on the terms of the contract and the Company’s ongoing monitoring of service performance.

In line with the guidance suggested under ASC 450, Contingencies and ASC 730, Research and Development, all research and development costs will be expensed as incurred. Development and regulatory milestone payments are accounted for by estimating the probability of milestone achievement.

Stock Based Compensation

Stock Based Compensation

The Company accounts for share-based compensation in accordance with the fair value recognition provision of FASB ASC 718, Compensation — Stock Compensation (“ASC 718”), which prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the unaudited condensed financial statements based on the estimated grant date fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company accounts for forfeitures as they occur. The Company classifies share-based compensation expense in its statements of operations in the same manner in which the award recipient’s cash compensation costs are classified.

The fair value of each employee and non-employee stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company is a public company but has limited company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on implied volatility. The expected term of the Company’s stock options for employees has been determined utilizing the “simplified” method for awards. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve. Expected dividend yield is zero based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. 

Income Taxes

Income Taxes

The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences attributable to differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes and for operating loss and tax credit carryforwards. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes.

The Company’s deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which these temporary differences are expected to be recovered or settled. A valuation allowance is recorded to reduce deferred tax assets if it is determined that it is more likely than not that all or a portion of the deferred tax asset will not be realized. The Company considers many factors when assessing the likelihood of future realization of deferred tax assets, including recent earnings results, expectations of future taxable income, carryforward periods available and other relevant factors. The Company records changes in the required valuation allowance in the period that the determination is made.

The Company assesses its income tax position and records tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available as of the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, the Company records the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, the Company does not recognize a tax benefit in the financial statements. The Company records interest and penalties related to uncertain tax positions, if applicable, as a component of income tax expense.

Basic and Diluted Loss per share

Basic and Diluted Loss per share

Basic loss per share data for each period presented is computed using the weighted average number of shares of common stock outstanding during each such period. Diluted net loss per share is computed by giving effect to all potential shares of common stock to the extent they are dilutive.

The following table sets forth the number of potential shares of common stock that have been excluded from basic net loss per share because their effect was anti-dilutive:

   March 31,
2026
   March 31,
2025
 
Series A convertible preferred shares (1:20 conversion ratio)   149,540,340      
Stock options   512,620    213,693 
Warrants   1,116,913      
Convertible notes   8,307,927    295,672 
Total anti-dilutive shares excluded   159,477,800    509,365 
Emerging Growth Company

Emerging Growth Company

The Company is an emerging growth company, as defined in Section 2(a) of the Securities Act of 1993, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act allows emerging growth companies to delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these unaudited condensed financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

The Company considers the applicability and impact of all Accounting Standard Updates (ASUs). ASUs not discussed in these unaudited condensed financial statements were assessed and determined to be either not applicable or are expected to have minimal impact on the financial statements.

In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Disaggregation of Income Statement Expenses. This guidance will require additional disclosures and disaggregation of certain costs and expenses presented on the face of the income statement. The amendments are effective for annual reporting periods beginning after December 15, 2026 and interim reporting period beginning after December 15, 2027 with early adoption permitted. The Company is currently evaluating the impact of this new guidance to our financial statements.

We adopted ASU 2023-08, Accounting for and Disclosure of Crypto Assets, effective upon the acquisition of digital assets in connection with the MindWave Merger on December 1, 2025. Under ASU 2023-08, in-scope crypto assets that meet the definition of an intangible asset and are fungible are measured at fair value with changes recognized in earnings each period. The adoption of ASU 2023-08 did not have a cumulative effect on periods prior to adoption, as the Company had no digital asset holdings prior to the Merger.