SUBSEQUENT EVENTS |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | 18. SUBSEQUENT EVENTS
On June 30th 2026, Braden Glasbergen resigned as the Company’s Chief Financial Officer, Treasurer and Secretary, effective immediately. Effective July 1, 2026, the Board of Directors appointed Scott Gallagher to serve as Interim Chief Financial Officer and W. Scott McBride to serve as Interim Treasurer and Secretary.
On April 21, 2026, the Company received a $50,000 payment from the client under its existing consulting agreement to renew the agreement for an additional one-year term. The agreement, originally effective March 1, 2025, permits the client to renew the engagement annually for a fee of $50,000. Under the agreement, the Company provides ongoing technical, operational and strategic consulting services related to the development and management of waste-to-energy facilities and related technologies.
The renewal payment was received after March 31, 2026 and, therefore, did not affect the Company’s financial statements for the three months ended March 31, 2026. The Company will account for the payment in accordance with ASC 606 and recognize the related revenue over the renewal term as the applicable consulting services are provided.
On May 14, 2026, May 26, 2026 and June 22, 2026, the Company entered into separate convertible promissory notes with an accredited investor and received proceeds of $50,000 under each note, for aggregate proceeds of $150,000. The notes bear interest at 10% per annum and mature on May 14, 2027, May 26, 2027 and June 22, 2027, respectively.
Each note may be repaid in cash for $55,000 or converted into shares of the Company’s common stock at a conversion price equal to the greater of: (i) $0.02 per share or (ii) 60% of the applicable volume-weighted average price. At maturity, each note may be extended for an additional one-year period upon payment of a $5,000 extension fee. The Company intends to use the proceeds for working capital and general corporate purposes. Because the notes were entered into after March 31, 2026, they did not affect the Company’s condensed consolidated financial statements for the three months ended March 31, 2026.
On May 19, 2026, the Company’s former independent registered public accounting firm notified the Company of its resignation. The resignation occurred after March 31, 2026 and, accordingly, did not affect the Company’s condensed consolidated financial statements for the three months ended March 31, 2026. The matters preceding the resignation principally involved differing views regarding the interpretation and presentation of certain legal-proceeding disclosures. The Company addressed those matters through analyses provided by its SEC disclosure counsel and litigation counsel. No material accounting error, illegal act or financial-statement disclosure deficiency requiring adjustment or corrective action was identified.
On May 28, 2026, following approval by the Audit Committee, the Company engaged M&K CPAS, PLLC (“M&K”) as its new independent registered public accounting firm. Under the engagement, M&K will audit the Company’s consolidated financial statements for the years ended December 31, 2025 and 2024 and review the Company’s unaudited quarterly financial information for the interim periods included in its 2026 quarterly reports. |