v3.26.1
SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 18 - SUBSEQUENT EVENTS

 

The Company evaluated subsequent events occurring through the date these interim unaudited condensed financial statements were issued (or available to be issued). Based on this evaluation, the Company identified the following non-recognized subsequent events.

 

Nasdaq Listing

 

On August 20, 2026, the Company’s common stock commenced trading on the Nasdaq Capital Market under the ticker symbol “FBDT”, marking the completion of the Company’s Nasdaq listing process.

 

Conversion of Convertible Notes

 

On August 20, 2026, in connection with the Company’s Nasdaq listing, senior secured convertible promissory notes with an aggregate outstanding balance of $15,615,385, including original issue discount, and accrued interest of $302,896 automatically converted into 1,989,784 shares of the Company’s common stock at a conversion price of $8.00 per share. The conversion resulted in the issuance of 1,951,922 shares related to the notes and 37,862 shares related to accrued interest. Upon conversion, the associated indebtedness was fully extinguished.

 

May 8, 2026 Convertible Notes

 

On May 8, 2026 (the “Original Issuance Date”), the Company entered into a securities purchase agreement with certain related parties, pursuant to which the Company issued senior secured convertible promissory notes in the principal amount of $7,692,308 (the “Notes”), including original issue discount, and matures twelve (12) months from the Original Issuance Date. The cash proceeds, net, received by the Company were $5,000,000 on August 14, 2026. On August 20, 2026, in connection with the Company’s Nasdaq listing, the convertible notes automatically converted into 961,539 shares of the Company’s common stock at a conversion price of $8.00 per share. Upon conversion, the associated indebtedness was fully extinguished. The Company intends to use the net proceeds for working capital and general corporate purposes.

 

Issuance of Advisory Shares

 

In connection with the commencement of trading of the Company’s common stock on the Nasdaq Capital Market on August 20, 2026, the Company is required to issue 887,472 shares of common stock to RBW Capital Partners pursuant to the terms of an advisory agreement. The shares represented 1.0% of the Company’s fully diluted common stock outstanding immediately prior to the Nasdaq listing. In addition, the Company paid RBW Capital Partners a one-time cash advisory fee of $250,000 upon the successful completion of the listing.