v3.26.1
Subsequent Events
3 Months Ended
Mar. 31, 2026
Subsequent Events [Abstract]  
Subsequent Events

14. Subsequent Events

 

The Company has evaluated subsequent events through June 26, 2026, which is the date the condensed financial statements were issued.

 

Adoption of Equity Incentive Plan

 

In April 2026, the Company’s board of directors and stockholders adopted the 2026 Plan. The general purpose of the 2026 Plan is to provide a means for eligible employees, officers, non-employee directors and other service providers to develop a sense of proprietorship and personal involvement in the Company’s development and financial success, and to encourage them to devote their best efforts to the Company’s business, thereby advancing the Company’s interests and the interests of its stockholders. By means of the 2026 Plan, the Company seeks to retain the services of such eligible persons and to provide incentives for such persons to exert maximum efforts for the Company’s success. The 2026 Plan came into existence and became effective upon the effectiveness of the registration statement in connection with the IPO, after which no further grants will be made under the Plan.

 

Initial Public Offering

 

On May 18, 2026, the Company completed its IPO in which the Company issued and sold 3,750,000 shares of its Class A common stock at a public offering price of $4.00 per share, which resulted in net proceeds of approximately $12.5 million after deducting underwriting discounts and commissions and offering expenses payable by the Company. On May 27, 2026, the Company issued and sold an additional 312,500 shares of its Class A common stock at a public offering price of $4.00 per share pursuant to the underwriter’s partial exercise of its over-allotment option granted in connection with the IPO. This resulted in additional net proceeds of approximately $1.2 million after deducting underwriting discounts and commissions and offering expenses payable by the Company. As a result of the proceeds received from the Company’s IPO, it is probable that the Company will be able to meet its obligations when due within one year after the date the financial statements are issued.

 

In connection with the IPO, the Company’s second amended and restated certificate of incorporation became effective in Delaware and the Company adopted its amended and restated bylaws, each immediately after the effectiveness of the registration statement used in connection with the IPO. In connection therewith, the Company also reclassified certain of its outstanding common stock as Class B common stock, converted all outstanding shares of its Series Seed-1, Series Seed-2 and Series A preferred stock to Class A common stock, and effected a 3.57-for-1 stock split (as described below). Pursuant to the foregoing, outstanding warrants and stock options, if and when exercised, will be exercisable for Class A common stock.

 

The Company’s board of directors and the holders of outstanding shares of the Company’s capital stock entitled to vote thereon approved a stock split of the Company’s issued and outstanding shares of common stock at a ratio of 3.57-for-1, effective immediately after the effectiveness of the registration statement used in connection with the IPO. No fractional shares of common stock were issued in connection with such stock split, and all such fractional interests were rounded up to the nearest whole number. Issued and outstanding stock options and warrants were split on the same basis and exercise prices were adjusted accordingly. All share and per share amounts in the accompanying condensed financial statements have been retroactively adjusted to reflect this stock split for all periods presented.

 

On May 18, 2026, the Company issued to The Benchmark Company, LLC or its designees warrants to purchase up to a total of 187,500 shares of the Company’s Class A common stock in connection with the IPO and on May 27, 2026, the Company issued to The Benchmark Company, LLC or its designees warrants to purchase up to a total of 15,625 additional shares of the Company’s Class A common stock pursuant to the underwriter’s partial exercise of its over allotment option in connection with the IPO (collectively, the “Representative’s Warrants”). The Representative’s Warrants are exercisable at $4.80 per share, are initially exercisable beginning on November 14, 2026, and will expire on May 14, 2031.

 

Grant of Stock Options

 

On June 19, 2026, the Company issued an employee 238,134 stock options with an exercise price of $4.23. One fourth of the options vest on May 11, 2027, and the remaining options vest over the following thirty-six (36) months in equal monthly installments. The options expire on June 19, 2036.