Note 9 - Commitments and Contingencies	6 Months Ended
Jun. 30, 2026
Notes to Financial Statements
Commitments and Contingencies Disclosure [Text Block]	NOTE 9 – COMMITMENTS AND CONTINGENCIES Elevai Royalties In conjunction with the Elevai Acquisition, the Company will pay the Seller the Royalties (as defined in Note 4) for each year ending on the anniversary of the Elevai Closing Date during the five-year period following the Elevai Closing. The Royalties earned with respect to each fiscal year are payable within five business days of the filing of the Company’s Annual Report on Form 10-K for that fiscal year. The Company recognized expense related to the Royalties of $17,590 and $24,451 for the three months ended June 30, 2026 and 2025, respectively, and $37,091 and $49,576 for the six months ended June 30, 2026 and 2025. As of June 30, 2026 and December 31, 2025, accrued Royalties totaled $132,028 and $94,937, respectively, which are included as a component of accrued expenses in the accompanying unaudited condensed consolidated balance sheets. Yuva License Agreement The Company’s haircare product acquired in the Elevai Acquisition utilizes proprietary compounds licensed from Yuva BioSciences, Inc. (“Yuva”) pursuant to the Collaboration and License Agreement, dated November 28, 2023 (the “Yuva License”), by and between Yuva and the Buyer (as assignee of the Parent). This license provides the Buyer with a non-exclusive, non-transferable, non-assignable, royalty-bearing right to certain of Yuva’s intellectual property, with the right to sublicense, to develop, manufacture, and commercialize skincare products in the United States, Canada, and other mutually agreed-to territories that contain Yuva’s proprietary compound and the Buyer’s exosome-based ingredients or skincare products and Elevai Exosomes^TM, which serve as a carrier for Yuva’s proprietary compound. In accordance with the terms of the Yuva License, the Buyer is obligated to pay earned royalties based on net sales of Elevai haircare products, with a minimum royalty of $50,000 due for the years ending December 31, 2026 and 2025. Royalty expense related to the Yuva License was $12,500 and $25,000 for the three months ended June 30, 2026 and 2025, respectively, and $25,000 for each of the six months ended June 30, 2026 and 2025, respectively. Accrued royalties related to the Yuva License as of June 30, 2026 and December 31, 2025 totaled $75,000 and $50,000, respectively, which are included as a component of accrued expenses in the accompanying unaudited condensed consolidated balance sheets. Bonus Awards During 2025, the Board awarded performance-based bonuses to certain executives totaling $668,050. The payment of these bonuses is contingent upon the Company achieving specific liquidity and capital raising milestones, which management has determined are probable of achievement. Accordingly, the full amount of the awarded bonuses has been included as a component of accrued expenses in the accompanying unaudited condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025. Convertible Notes/Contingent Liability On January 19, 2022, the Company issued two senior secured convertible notes (the “Convertible Notes”) of $1,111,111 each to two investors (the “Holders”), due on January 19, 2023. The Convertible Notes bore interest at 10% (18% upon default). The Convertible Notes were collateralized by certain of the assets (including current and future intellectual property) of the Company. In addition, each of the Holders received warrants to subscribe for and purchase up to 5,180 shares of Common Stock (the “Convertible Note Warrants”). Each Convertible Note Warrant is exercisable at a price of $4.80 per warrant share, vested immediately, and has a term of five years. On July 19, 2022, the Company defaulted on the Convertible Notes. Under the terms of the Convertible Notes, upon an event of default, there would be a 25% increase to the outstanding principal, in addition to the interest rate increasing from 10% to 18%. On November 2, 2022, the Company received a letter (“Notice of Acceleration”) from one of the Holders, notifying it of an event of default under the Convertible Notes. The Company entered into an agreement with such Holder, Puritan Partners LLC (“Puritan”), in connection with the Notice of Acceleration on December 19, 2022. Based on the representations, warranties and agreements and in consideration of the Company’s agreement to pay Puritan (i) the outstanding principal amount, plus accrued interest, late fees and all other amounts then owed as specified in the Convertible Notes and (ii) 833 freely tradable shares of Common Stock (not subject to lock-up or any other restrictions on transfer) at a price of $300.00 per share, Puritan withdrew and rescinded the Notice of Acceleration, and such Notice of Acceleration was deemed null and void and had no further force or effect. Subsequent to the closing of the Company’s business combination with Carmell Therapeutics Corporation in July 2023 (the “Business Combination”), the Company repaid $2,649,874 to the Holders, which represented the original principal amount of the Convertible Notes plus accrued interest at a rate of 25%, which the Company believed was the maximum rate permissible under New York State usury laws. In addition, the Company issued Puritan 833 freely tradable shares of Common Stock. In the fourth quarter of 2023, both Holders provided notice to the Company demanding additional payment of principal and interest on the Convertible Notes in an approximate amount of $600,000 per Holder at the closing of the Business Combination with additional interest thereon. In the case of Puritan, following the Business Combination, Puritan alleged that the Business Combination constituted a “Fundamental Transaction” under the terms of the Convertible Note Warrants, resulting in a purported right for Puritan to require the Company to repurchase such Convertible Note Warrants at a purchase price equal to the Black-Scholes Value of the unexercised portion of such Convertible Note Warrants as of the closing of the Business Combination. Puritan calculated the cash amount of such repurchase to be $1,914,123. In October 2023, the other Holder demanded to be provided with its share of the Convertible Note Warrants. No further demands have been received from this holder. On November 8, 2023, Puritan filed a complaint captioned Puritan Partners LLC v. Carmell Regen Med Corporation et al., Index No. 655566/2023 (New York Supreme Court, New York County), naming the Company as a defendant. In the complaint, Puritan asserts that the Company breached its obligations under the Convertible Notes and the Convertible Note Warrants. Puritan also asserts that the Company did not comply with its obligations to provide Puritan with 833 freely tradable shares of Common Stock in a timely manner. Puritan asserts claims for declaratory judgment, breach of contract, conversion, foreclosure of its security interest, replevin, unjust enrichment, and indemnification, and seeks remedies, including damages totaling $2,725,000 through November 1, 2023, additional fees and interest thereafter, costs and attorney’s fees, an order of foreclosure on its security interest, and other declaratory relief. The Company carried a contingent liability of $1,175,845 as of December 31, 2025 related to the Convertible Notes. On August 13, 2026, the Company entered into a settlement agreement with Puritan, whereby the case will be dismissed without prejudice, and the Company issued new convertible notes in the aggregate amount of $2,350,000 in exchange for the convertible note and warrant issued to Puritan in January 2022. Accordingly, the Company recognized an additional contingent liability of $1,174,155 as of June 30, 2026, which was recorded as a loss in the accompanying unaudited condensed consolidated statements of operations. See Note 13 for a detailed description of the settlement and related transactions.

Note 9 - Commitments and Contingencies

6 Months Ended

Jun. 30, 2026

Commitments and Contingencies Disclosure [Text Block]

NOTE 9 – COMMITMENTS AND CONTINGENCIES

Elevai Royalties

In conjunction with the Elevai Acquisition, the Company will pay the Seller the Royalties (as defined in Note 4) for each year ending on the anniversary of the Elevai Closing Date during the five-year period following the Elevai Closing. The Royalties earned with respect to each fiscal year are payable within five business days of the filing of the Company’s Annual Report on Form 10-K for that fiscal year. The Company recognized expense related to the Royalties of $17,590 and $24,451 for the three months ended June 30, 2026 and 2025, respectively, and $37,091 and $49,576 for the six months ended June 30, 2026 and 2025. As of June 30, 2026 and December 31, 2025, accrued Royalties totaled $132,028 and $94,937, respectively, which are included as a component of accrued expenses in the accompanying unaudited condensed consolidated balance sheets.

Yuva License Agreement

The Company’s haircare product acquired in the Elevai Acquisition utilizes proprietary compounds licensed from Yuva BioSciences, Inc. (“Yuva”) pursuant to the Collaboration and License Agreement, dated November 28, 2023 (the “Yuva License”), by and between Yuva and the Buyer (as assignee of the Parent). This license provides the Buyer with a non-exclusive, non-transferable, non-assignable, royalty-bearing right to certain of Yuva’s intellectual property, with the right to sublicense, to develop, manufacture, and commercialize skincare products in the United States, Canada, and other mutually agreed-to territories that contain Yuva’s proprietary compound and the Buyer’s exosome-based ingredients or skincare products and Elevai Exosomes^TM, which serve as a carrier for Yuva’s proprietary compound. In accordance with the terms of the Yuva License, the Buyer is obligated to pay earned royalties based on net sales of Elevai haircare products, with a minimum royalty of $50,000 due for the years ending December 31, 2026 and 2025. Royalty expense related to the Yuva License was $12,500 and $25,000 for the three months ended June 30, 2026 and 2025, respectively, and $25,000 for each of the six months ended June 30, 2026 and 2025, respectively. Accrued royalties related to the Yuva License as of June 30, 2026 and December 31, 2025 totaled $75,000 and $50,000, respectively, which are included as a component of accrued expenses in the accompanying unaudited condensed consolidated balance sheets.

Bonus Awards

During 2025, the Board awarded performance-based bonuses to certain executives totaling $668,050. The payment of these bonuses is contingent upon the Company achieving specific liquidity and capital raising milestones, which management has determined are probable of achievement. Accordingly, the full amount of the awarded bonuses has been included as a component of accrued expenses in the accompanying unaudited condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025.

Convertible Notes/Contingent Liability

On January 19, 2022, the Company issued two senior secured convertible notes (the “Convertible Notes”) of $1,111,111 each to two investors (the “Holders”), due on January 19, 2023. The Convertible Notes bore interest at 10% (18% upon default). The Convertible Notes were collateralized by certain of the assets (including current and future intellectual property) of the Company. In addition, each of the Holders received warrants to subscribe for and purchase up to 5,180 shares of Common Stock (the “Convertible Note Warrants”). Each Convertible Note Warrant is exercisable at a price of $4.80 per warrant share, vested immediately, and has a term of five years.

On July 19, 2022, the Company defaulted on the Convertible Notes. Under the terms of the Convertible Notes, upon an event of default, there would be a 25% increase to the outstanding principal, in addition to the interest rate increasing from 10% to 18%.

On November 2, 2022, the Company received a letter (“Notice of Acceleration”) from one of the Holders, notifying it of an event of default under the Convertible Notes. The Company entered into an agreement with such Holder, Puritan Partners LLC (“Puritan”), in connection with the Notice of Acceleration on December 19, 2022. Based on the representations, warranties and agreements and in consideration of the Company’s agreement to pay Puritan (i) the outstanding principal amount, plus accrued interest, late fees and all other amounts then owed as specified in the Convertible Notes and (ii) 833 freely tradable shares of Common Stock (not subject to lock-up or any other restrictions on transfer) at a price of $300.00 per share, Puritan withdrew and rescinded the Notice of Acceleration, and such Notice of Acceleration was deemed null and void and had no further force or effect.

Subsequent to the closing of the Company’s business combination with Carmell Therapeutics Corporation in July 2023 (the “Business Combination”), the Company repaid $2,649,874 to the Holders, which represented the original principal amount of the Convertible Notes plus accrued interest at a rate of 25%, which the Company believed was the maximum rate permissible under New York State usury laws. In addition, the Company issued Puritan 833 freely tradable shares of Common Stock. In the fourth quarter of 2023, both Holders provided notice to the Company demanding additional payment of principal and interest on the Convertible Notes in an approximate amount of $600,000 per Holder at the closing of the Business Combination with additional interest thereon. In the case of Puritan, following the Business Combination, Puritan alleged that the Business Combination constituted a “Fundamental Transaction” under the terms of the Convertible Note Warrants, resulting in a purported right for Puritan to require the Company to repurchase such Convertible Note Warrants at a purchase price equal to the Black-Scholes Value of the unexercised portion of such Convertible Note Warrants as of the closing of the Business Combination. Puritan calculated the cash amount of such repurchase to be $1,914,123. In October 2023, the other Holder demanded to be provided with its share of the Convertible Note Warrants. No further demands have been received from this holder.

On November 8, 2023, Puritan filed a complaint captioned Puritan Partners LLC v. Carmell Regen Med Corporation et al., Index No. 655566/2023 (New York Supreme Court, New York County), naming the Company as a defendant. In the complaint, Puritan asserts that the Company breached its obligations under the Convertible Notes and the Convertible Note Warrants. Puritan also asserts that the Company did not comply with its obligations to provide Puritan with 833 freely tradable shares of Common Stock in a timely manner. Puritan asserts claims for declaratory judgment, breach of contract, conversion, foreclosure of its security interest, replevin, unjust enrichment, and indemnification, and seeks remedies, including damages totaling $2,725,000 through November 1, 2023, additional fees and interest thereafter, costs and attorney’s fees, an order of foreclosure on its security interest, and other declaratory relief. The Company carried a contingent liability of $1,175,845 as of December 31, 2025 related to the Convertible Notes.

On August 13, 2026, the Company entered into a settlement agreement with Puritan, whereby the case will be dismissed without prejudice, and the Company issued new convertible notes in the aggregate amount of $2,350,000 in exchange for the convertible note and warrant issued to Puritan in January 2022. Accordingly, the Company recognized an additional contingent liability of $1,174,155 as of June 30, 2026, which was recorded as a loss in the accompanying unaudited condensed consolidated statements of operations. See Note 13 for a detailed description of the settlement and related transactions.