Stockholders' Equity |
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| Stockholders' Equity | Note 12 – Stockholders’ Equity Direct Listing – On May 20, 2026, the Company’s common stock commenced trading on the Nasdaq Global Market under the ticker symbol “AMSS” pursuant to a direct listing registering the resale of up to 12,432,021 shares of common stock held by existing stockholders. The Direct Listing was not underwritten on a firm-commitment basis; the Company engaged a financial advisor in connection with the Direct Listing, as required by Nasdaq Rule 4120(c)(8) . Conversion of Preferred Stock – On April 8, 2026, concurrently with the initial public filing of the Company’s registration statement, all outstanding shares of the Company’s Series Seed, Series Seed-1 through Seed-5, Series A, and Series B-1 through B-3 Preferred Stock automatically converted into an aggregate of 7,483,093 shares of common stock pursuant to the mandatory conversion provisions of the Company’s Seventh Amended and Restated Certificate of Incorporation, filed with the Delaware Secretary of State on January 9, 2026. These conversions resulted in a reclassification within stockholders’ equity (deficit) with no income statement impact . Eighth Amended and Restated Certificate of Incorporation – On April 30, 2026, the Company filed its Eighth Amended and Restated Certificate of Incorporation, which (i) removed the one-time operative provisions effected by the Seventh A&R Certificate and (ii) granted the Board of Directors the authority, by resolution, to designate one or more additional series of preferred stock and to fix the rights and preferences of each such series. Series C Convertible Preferred Stock – Streeterville Private Placement – In connection with the Direct Listing, the Company completed a private placement with Streeterville Capital, LLC (“Streeterville”) pursuant to a Securities Purchase Agreement dated March 17, 2026, as amended by a Global Amendment dated April 7, 2026 (the “SPA”), providing for the issuance and sale of up to $30.0 million of Series C Convertible Preferred Stock across an initial closing and a subsequent closing. At the First Closing on April 8, 2026, the Company issued to Streeterville (i) 28,125 shares of common stock as commitment fee shares and (ii) a warrant to purchase up to 3,500,000 shares of common stock at an exercise price equal to $1 6 .00 per share, exercisable through the fifth anniversary of the listing date, for which Streeterville paid a warrant purchase price of $10,000. At the Second Closing on May 20, 2026, the Company issued to Streeterville 7,000 shares of Series C Convertible Preferred Stock, for which Streeterville paid an aggregate purchase price of $6,990,000, less a $30,000 transaction expense amount. Each share of Series C Convertible Preferred Stock has a stated value of $1,086.96 per share. The Series C Convertible Preferred Stock has an aggregate liquidation value of $7,608,720, plus any accrued and unpaid preferred return. The aggregate proceeds from the First and Second Closings were $7,000,000 for issuance of the aforementioned securities.See Note 8 for discounts applied to the carrying balance related to warrants, derivative and offering costs. The Series C Preferred Stock is convertible into common stock at an initial conversion price equal to the Nasdaq Valuation Price (the “Fixed Price”) . After the earlier of (i) six months from the listing date, (ii) a trigger event, or (iii) an event of default, the conversion price becomes the lesser of the Fixed Price and 90% of the lowest daily volume-weighted average price during the ten trading days prior to conversion, subject to a floor price equal to 40% of the Nasdaq Valuation Price prior to the listing date and, thereafter, 40% of the “Minimum Price” (as defined in Nasdaq Rule 5635) calculated as of the most recent issuance date of Series C Convertible Preferred Stock, provided that in no event will the floor price be less than $4.00 per share . Conversions are subject to a 9.99% beneficial ownership limitation and the Exchange Cap under Nasdaq Rule 5635(d). Subsequent to the First Closing, the Company and Streeterville amended the exercise price of the warrant twice during the second quarter of 2026. Amendment No. 1, effective May 29, 2026, reduced the exercise price of the warrant from $16.00 to $5.00 per share for a period of 90 days from the effective date, and Amendment No. 2, effective June 12, 2026, further reduced it to $3.00 per share for a period of 90 days from that effective date. In each case the exercise price reverts to $16.00 per share upon the expiration or earlier termination of the reduced-price period, and the Company may terminate the reduced-price period at any time on trading days' prior written notice. All other terms of the warrant remain unchanged. Each amendment became effective upon the filing of a related prospectus supplement. The Company accounted for each exercise-price reduction as a modification of an equity-classified instrument and recognized the incremental fair value of the modified warrant ( $514,313 for Amendment No. 1 and $431,680 for Amendment No. 2) within additional paid-in capital. The incremental value of Amendment No. 1, which was superseded by Amendment No. 2, was charged to operations as failed offering costs of the terminated offering, and the incremental value of Amendment No. 2 is deferred as offering costs within prepaid expenses and other current assets as of June 30, 2026, pending the outcome of the inducement period. See Note 17 for a further amendment entered into after June 30, 2026.See Note 8 for discounts applies to the carrying balance related to warrants, derivative, and offering costs. Conversion of Convertible Notes – Upon the consummation of the Direct Listing, the Convertible Notes (aggregate principal of $2,766,316 plus accrued interest) automatically converted into 223,050 shares of Common Stock at a conversion price equal to 80% of the price paid in the qualified financing. See Note 10. Regulation Crowdfunding – The Company opened a new Regulation Crowdfunding round in February 2026, which closed in April 2026. The Company did not receive funds on this round , net of costs. Common stock – As of June 30, 2026, the Company was authorized to issue 250,000,000 shares of Common Stock with $0.00001 par value. As of June 30, 2026, 11,760,456 shares were issued and 11,605,081 shares were outstanding (net of 155,375 treasury shares); as of December 31, 2025, 3,364,984 shares were issued and outstanding. Each holder of common stock is entitled to one vote for each share held. No distributions have been made as of June 30, 2026.Stock transactions for the three months ended June 30, 2026 – In addition to the preferred stock conversion, the Series C issuance, and the Convertible Note conversion, warrants were exercised for 84,907 shares of Common Stock, for which the Company received $14,211; 170,766 shares of Common Stock were issued for direct listing advisory fee services of $ 1,938,141 of Direct Listing advisory fees, which were recognized in general and administrative expenses; and 12,915 shares of Common Stock were issued upon the exercise of stock options for $2,925. During the three months ended March 31, 2026, the Company issued 77,776 shares of Common Stock as advisory shares (recognizing expense of $693,659), issued 4,667 shares of Common Stock upon the exercise of stock options for $1,260, and issued 740,328 shares of Series B-1 Preferred Stock and 222,026 shares of Common Stock upon the exercise of warrants for aggregate consideration of $986,226 (of which $150,000 was applied against loans payable).The Company authorized and had outstanding the following shares as of June 30, 2026 and December 31, 2025:
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