WARRANTS |
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| WARRANTS | NOTE 8- WARRANTS
In May 2026, the Company entered in Securities Purchase Agreements with third party investors for the sale of equity units (“Units”). Each unit consists of one share of restricted common stock, $0.001 par value, and one warrant to purchase one share of common stock at an exercise price of $0.50 per share. The Company sold Units at a per unit price of $ for a total of $225,000. The warrants are exercisable for three years, permit cash exercise, and permit a limited cashless exercise only when a registration statement is unavailable following effectiveness.
The warrant contains customary proportional anti-dilution adjustments for stock splits, stock dividends, combinations, and reorganizations, together with a 4.99% beneficial ownership blocker. See Note 4.
The warrants qualify for equity accounting as they do not fall within the scope of ASC Topic 480, Distinguishing Liabilities from Equity Both the common stock and the warrant meet the requirements of freestanding equity instruments within the scope of ASC Topic 505, Equity. The warrants were measured at their relative fair value at the time of issuance and classified as equity.
The Company valued the warrant using the Black-Scholes valuation model. The following table summarizes the assumptions used in the valuation model to determine the fair value of the warrant:
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