v3.26.1
Subsequent Events
12 Months Ended
Dec. 31, 2025
Subsequent Events [Abstract]  
Subsequent Events

Note 19 – Subsequent Events

 

On January 22, 2026, the Company increased its authorized common stock to 250,000,000 shares.

 

On January 28, 2026, the Company entered into a warrant inducement agreement pursuant to which an existing holder exercised certain outstanding warrants for gross proceeds of approximately $7.5 million, and the Company issued new unregistered warrants subject to stockholder approval.

 

On February 18, 2026, the Company consummated its acquisition of Family Beginnings P.C. for a purchase price of $760,000, of which $400,000 consisted of 400 shares of the Company’s Series D Preferred issued on the closing date and $210,000 was paid in cash (net of a $150,000 holdback) on the closing date.

 

On March 27, 2026, the Company effected a 1-for-5 reverse stock split of its common stock resulting in proportionate adjustments to its authorized shares and outstanding equity awards.

 

On May 27, 2025, the Company and JAG entered into a letter agreement (the “JAG May 2026 Letter”) pursuant to which (i) the maturity date of the JAG Notes was extended until December 31, 2026, (ii) the Company agreed to repay the JAG Notes in monthly installments of $50,000 starting in April 2026 with a balloon payment at the end of December 2026, (iii) confirmation that if the Company raises more than $3,000,000 after the date of the JAG May 2026 Letter, the Company shall pay ten percent (10%) of any proceeds in excess of $3,000,000 to accelerate repayment of the JAG Notes, (iv) the conversion price of the JAG Notes was set to $1.60, (v) the Company agreed to issue to JAG a new warrant (the “JAG May 2026 Warrant”) to purchase up to 150,000 shares of the Company’s common stock at an exercise price of $1.60 per share, exercisable for five years from the date of issuance, and (vi) the Company agreed to the reset of the conversion and exercise prices of the JAG Notes and JAG May 2026 Warrant, respectively, to equal the price of any future financing based on a share price that is lower than the conversion and exercise prices then in effect.