Property and Equipment (Tables)
|
12 Months Ended |
Dec. 31, 2025 |
| Property, Plant, and Equipment [Abstract] |
|
| Summary of Property and Equipment |
Property
and equipment, net consisted of the following at the dates indicated:
Summary of Property and Equipment
| | |
December
31, 2025 | | |
December
31, 2024 | |
| Computers and equipment | |
$ | 12,782 | | |
$ | 34,474 | |
| Less: accumulated depreciation | |
| (4,536 | ) | |
| (30,935 | ) |
| Property and equipment,
net | |
$ | 8,246 | | |
$ | 3,539 | |
Depreciation
expense for the year ended December 31, 2025 and 2024 was $4,424 and $2,825 respectively.
|
| Schedule of Components of Net Loss Before Income Taxes |
Schedule of Components of Net Loss Before Income Taxes
| | |
| | |
| |
| | |
Year
Ended December 31, | |
| Components
of net loss before income taxes: | |
2025 | | |
2024 | |
| United
States | |
$ | (22,673,927 | ) | |
$ | (31,513,389 | ) |
| Foreign | |
| 242,469 | | |
| — | |
|
| Schedule of US Federal Income Tax Rate to the Company's Effective Tax Rate |
A
reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S. federal income tax rate to
income before income taxes after the adoption of ASU 2023-09 for the year ended December 31, 2025 is as follows:
Schedule of US Federal Income Tax Rate to the Company's Effective Tax Rate
| | |
Amount | | |
%
of Pretax Income | |
| US
Federal Statutory Tax Rate | |
$ | (4,710,559 | ) | |
| 21.00 | % |
| State
and Local Income Taxes, Net of Federal Income Tax Effect | |
| — | | |
| 0.00 | % |
| Foreign
Tax Effects | |
| | | |
| | |
| United
Kingdom | |
| | | |
| | |
| Statutory
tax rate difference between United Kingdom and United States | |
| 9,699 | | |
| -0.04 | % |
| Effect
of Changes in Tax Laws or Rate Enacted in the Current Period | |
| | | |
| | |
| Effect
of Cross-Border Tax Laws | |
| 18,900 | | |
| -0.09 | % |
| Tax
Credits | |
| | | |
| | |
| R&D
Credits | |
| (15,243 | ) | |
| 0.07 | % |
| Change
in valuation allowance | |
| 3,149,702 | | |
| -14.04 | % |
| Change
in state tax rate, value | |
| | | |
| | |
| Change
in state tax rate, percentage | |
| | | |
| | |
| Non-deductible
interest – IRC 163(l), value | |
| | | |
| | |
| Non-deductible
interest – IRC 163(l), percentage | |
| | | |
| | |
| Non-deductible transaction/restructuring costs, value | |
| | | |
| | |
| Non-deductible transaction/restructuring costs, percentage | |
| | | |
| | |
| Nondeductible
warrant issuance expense, value | |
| | | |
| | |
| Nondeductible
warrant issuance expense, percentage | |
| | | |
| | |
| Impairment of goodwill, value | |
| | | |
| | |
| Impairment of goodwill, percentage | |
| | | |
| | |
| Other non-deductible expenses, value | |
| | | |
| | |
| Other non-deductible expenses, percentage | |
| | | |
| | |
| Nontaxable
or Nondeductible Items: | |
| | | |
| | |
| Change
in Fair Value Estimates | |
| (602,735 | ) | |
| 2.76 | % |
| Loss
on Conversion – 163(l) | |
| 1,528,553 | | |
| -6.81 | % |
| Stock
Compensation Adjustments | |
| 293,474 | | |
| -1.34 | % |
| Other | |
| 388,826 | | |
| -1.79 | % |
| Effective
tax rate | |
$ | 60,617 | | |
| -0.28 | % |
A
reconciliation of the statutory U.S. federal income tax rate to the Company’s effective tax rate for the period ended December
31, 2024 consists of the following:
| Statutory
federal income tax benefit | |
$ | (6,617,812 | ) | |
| 21.0 | % |
| State
taxes, net of federal tax benefit | |
| (463,682 | ) | |
| 1.5 | % |
| Change
in valuation allowance | |
| 2,968,883 | | |
| -9.4 | % |
| Change
in state tax rate | |
| 16,101 | | |
| -0.1 | % |
| Change
in fair value estimates | |
| (107,489 | ) | |
| 0.3 | % |
| Non-deductible
interest – IRC 163(l) | |
| 516,624 | | |
| -1.6 | % |
| Non-deductible
transaction/restructuring costs | |
| — | | |
| 0.0 | % |
| Loss
on debt conversion and extinguishment | |
| 2,935,747 | | |
| -9.3 | % |
| Nondeductible
warrant issuance expense | |
| — | | |
| 0.0 | % |
| Impairment of goodwill | |
| 612,511 | | |
| -1.9 | % |
| Other
non-deductible expenses | |
| 139,117 | | |
| -0.5 | % |
| Effective
tax rate | |
$ | — | | |
| -0.1 | % |
|
| Schedule of Components of Income Tax Provision (Benefit) |
The
components of income tax provision (benefit) are as follows:
Schedule of Components of Income Tax Provision (Benefit)
| | |
2025 | | |
2024 | |
| | |
Year
Ended December 31, | |
| | |
2025 | | |
2024 | |
| Current: | |
| | | |
| | |
| Federal | |
$ | — | | |
$ | — | |
| State | |
| — | | |
| — | |
| Foreign | |
| 214,398 | | |
| — | |
| Total
current | |
| 214,398 | | |
| — | |
| Deferred: | |
| | | |
| | |
| Federal | |
| — | | |
| — | |
| State | |
| — | | |
| — | |
| Foreign | |
| (153,781 | ) | |
| — | |
| Total
deferred | |
| (153,781 | ) | |
| — | |
| Total | |
$ | 60,617 | | |
$ | — | |
|
| Summary of Amounts of Cash Income Taxes Paid (Received) |
Summary of Amounts of Cash Income Taxes Paid (Received)
| | |
| | |
| Federal | |
$ | — | |
| State
and local | |
| — | |
| Foreign | |
| — | |
| Income
taxes, net of amounts refunded | |
$ | — | |
|
| Schedule of Temporary Differences that Give Rise to Deferred Tax Assets and Liabilities |
Schedule of Temporary Differences that Give Rise to Deferred Tax Assets and Liabilities
| | |
2025 | | |
2024 | |
| | |
As
of December 31, | |
| | |
2025 | | |
2024 | |
| Deferred
tax assets (liabilities): | |
| | | |
| | |
| Net
operating loss carryforwards | |
$ | 15,736,074 | | |
$ | 12,347,734 | |
| Contribution
carryforwards | |
| 8,803 | | |
| 23,718 | |
| Tax
credits | |
| 175,785 | | |
| 91,889 | |
| Stock-based
compensation | |
| 284,981 | | |
| 157,165 | |
| Accrual
to cash adjustment | |
| — | | |
| — | |
| Startup
costs and other intangibles | |
| 1,618,932 | | |
| 1,700,257 | |
| Acquired
intangibles | |
| (1,953,499 | ) | |
| (870,569 | ) |
| Lease
liabilities | |
| 13,030 | | |
| 16,339 | |
| Right-of-use
assets | |
| (12,830 | ) | |
| (16,308 | ) |
| Accrued
expenses | |
| 664,106 | | |
| 651,519 | |
| Capitalized
R&D costs (Sec. 174) | |
| 1,959,520 | | |
| 1,930,337 | |
| Other | |
| 66,496 | | |
| 8,182 | |
| Deferred tax assets | |
| 18,561,398 | | |
| 16,040,263 | |
| Valuation
allowance | |
| (19,679,073 | ) | |
| (16,040,263 | ) |
| Deferred
tax assets (liabilities), net of allowance | |
$ | (1,170,469 | ) | |
$ | — | |
|