Shareholders’ Equity |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Shareholders’ Equity [Abstract] | |
| SHAREHOLDERS’ EQUITY | NOTE 9 — SHAREHOLDERS’ EQUITY
Reverse Stock Split
On or about July 23, 2026, the Company filed a certificate of amendment to its certificate of incorporation to effect a 1-for-10 reverse stock split of its issued and outstanding shares of common stock and preferred stock, which became effective at 12:01 a.m. Eastern Time on July 24, 2026. The same certificate of amendment reduced the par value per share of the common stock and the preferred stock from $0.01 to $0.001, one of the corporate actions approved by the stockholder written consent described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Because the reduction in par value was effected by the same instrument as the reverse stock split, it has been given retroactive effect for all periods presented together with the split, with the resulting reduction in stated capital of $20,311 at June 30, 2026 and $18,047 at December 31, 2025 recorded as an increase in additional paid-in capital. Total shareholders’ equity is not affected. All share, per-share and par-value amounts in these condensed consolidated financial statements, and in these notes, have been retroactively adjusted to give effect to the reverse stock split for all periods presented, with the reduction in stated par value recorded as an increase in additional paid-in capital.
Preferred Stock
The Company is authorized to issue 10,000,000 shares of preferred stock, par value $0.001 per share. As of June 30, 2026 and December 31, 2025, 747,702 shares of Series A Convertible Preferred Stock were issued and outstanding. Each share of Series A Convertible Preferred Stock is convertible into 20 shares of common stock. The Series A Convertible Preferred Stock was issued on December 1, 2025 in connection with the acquisition of MindWave. No shares of Series A Convertible Preferred Stock were converted during the three and six months ended June 30, 2026 or 2025. The 747,702 shares outstanding as of June 30, 2026 were convertible into 14,954,040 shares of common stock.
Common Stock
The Company is authorized to issue 100,000,000 shares of common stock, par value $0.001 per share. As of June 30, 2026 and December 31, 2025, 1,509,118 and 1,257,598 shares of common stock were issued and outstanding, respectively.
Advisory Shares
On February 2, 2026, the Company’s board approved the issuance of 455,804 shares of common stock under an advisory agreement with E.F. Hutton & Co. LLC (the “Advisor”) previously executed on December 1, 2025, pursuant to which the Advisor provided capital markets, strategic and transaction advisory services to the Company, with an aggregate grant-date fair value of $8,113,318 based on a share price of $17.80 per share. The full amount was charged to general and administrative expense in the three months ended March 31, 2026 and recorded as common shares to be issued. On May 11, 2026, the Company issued 251,520 of those shares, reclassifying $4,477,056 from common shares to be issued to common stock and additional paid-in capital. As of June 30, 2026, 204,284 shares with a recorded value of $3,636,262 remained committed but unissued.
Warrants
As of June 30, 2026 and December 31, 2025, 111,691 warrants to purchase common stock were outstanding, as adjusted for the reverse stock split, comprising 16,875 representative warrants at an exercise price of $50.00 per share, 20,250 representative warrants at an exercise price of $40.00 per share, and 74,566 advisory warrants at an exercise price of $17.80 per share issued on December 1, 2025 in connection with the MindWave transaction. Each has a five-year term. The representative warrants were issued to the representative of the underwriters in connection with the Company’s public offerings; the advisory warrants issued on December 1, 2025 had an aggregate grant-date fair value of $898,301, determined using the Black-Scholes model with a share price of $18.20, an exercise price of $17.80, a term of years, expected volatility of 79.4%, a risk-free rate of 3.58% and no expected dividends. No warrants were exercised, forfeited or expired during the three and six months ended June 30, 2026.
Subscription Receivable
During the three months ended June 30, 2026, the Company collected $1,002 of subscription receivable on subsidiary shares, which was recorded as an increase in additional paid-in capital.
Dividends
The Company has not declared or paid any dividends on its common stock and does not anticipate doing so in the foreseeable future. |