SUBSEQUENT EVENTS |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | NOTE 12 - SUBSEQUENT EVENTS
The Company has evaluated events occurring after the balance sheet date through the date these financial statements were issued. Based on management’s assessment, no significant events were identified for the six-month period ended June 30, 2026 other than those described below:
On August 14, 2026, the Company issued 150,804 shares of common stock to each of its three directors pursuant to the terms of their director agreements.
On July 1, 2026, the Company entered into a convertible note, with an existing stockholder for a principal amount of $75,000 (the “July Convertible Note”) in exchange for cash. The July Convertible Note bears interest at 20% per annum, payable at the maturity date of July 1, 2027 and are convertible beginning on the six-month anniversary of issuance into common stock of the Company at a fixed price of $per share.
On July 9, 2026, the Company, by written consent of the Board of Directors of the Company expanded its board of directors from five (5) directors to six (6) directors and appointed Jeffrey Scott Hopmayer (“Mr. Hopmayer”) to serve as an independent director of the Company, as defined under the applicable SEC rules and Nasdaq listing standards. On June 26, 2026, Mr. Hopmayer and the Company entered into an Independent Director Agreement, with the following summarized terms: Mr. Hopmayer shall serve as an independent director of the Company and be available to perform the duties consistent with such position pursuant to the Certificate of Incorporation and Bylaws of the Company. Mr. Hopmayer’s employment commenced on Monday, June 26, 2026, and continues for a term of three years.
Compensation that Mr. Hopmayer will receive during his term includes the sum of $5,000, each calendar quarter, payable in the third month of each calendar quarter, and with such amount for any partial calendar quarter being appropriately prorated. Upon employment, the Company shall issue to Mr. Hopmayer shares of common stock which were issued August 14, 2026, subject to the terms and conditions of the Company’s applicable equity incentive plan and any related grant documentation. As a bonus at the end of each quarter, the Company shall issue a number of shares of common stock equal $30,000 shares divided by a VWAP schedule.
The Company shall reimburse Mr. Hopmayer for all reasonable out-of-pocket expenses incurred in the ordinary course of the Director’s business, with out-of-pocket expenses of the Director in excess of $500.00 subject to preapproval in advance by the Company. |