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SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 9 – SUBSEQUENT EVENTS

 

The Company evaluated subsequent events from the balance sheet date of June 30, 2026, through August 12, 2026, the date these condensed consolidated financial statements were issued. Material events include:

 

July 2026 Warrant Inducement Transaction

 

On July 10, 2026, the Company entered into an inducement offer letter agreement with an existing holder of the Company’s warrants (the “July 2026 Inducement Agreement”). Under the terms of the July 2026 Inducement Agreement, the holder agreed to exercise 2,880,000 warrants at a reduced exercise price of $2.07 per share, generating aggregate gross proceeds to the Company of approximately $6.0 million. As inducement consideration for the exercise, the Company agreed to issue to the holder new warrants (the “July 2026 New Warrants”) to purchase up to 4,320,000 shares of Class B Common Stock at an exercise price of $2.25 per share, subject to a six-month lock-up before becoming exercisable. The Company closed the transaction on July 13, 2026.

 

The Company evaluated the July 2026 New Warrants and determined that they meet the criteria for equity classification consistent with the equity classification analysis applied to warrants issued in the March 2026 warrant inducement transaction. The July 2026 Inducement Agreement was entered into after the balance sheet date and accordingly no amounts have been recognized with respect to the Inducement Agreement in the accompanying condensed consolidated financial statements.

 

Board Appointment

 

On August 11, 2026, the Board of Directors appointed Wellington "Duke" Reiter to serve as a director of the Company. In connection with his appointment, the Company approved compensation consisting of (i) an annual Board service retainer of $50,000 payable in fully-vested restricted stock units and (ii) a long-term incentive grant of restricted stock units with a grant-date value of $400,000, vesting in equal annual installments over four years, in each case with the number of restricted stock units determined by reference to the fair market value per share of the Company's Class B Common Stock on the applicable grant date.