Convertible Preferred Stock and Stockholders' Deficit |
6 Months Ended | 12 Months Ended |
|---|---|---|
Jun. 30, 2026 |
Dec. 31, 2025 |
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| Stockholders' Equity Note [Abstract] | ||
| Convertible Preferred Stock and Stockholders' Deficit | Note 6 – Convertible Preferred Stock and Stockholders’ Deficit Common Stock shares of Common Stock, par value $ per share. As of December 31, 2025, shares of Common Stock were issued and outstanding. During the six months ended June 30, 2026, 10,000 shares were issued upon the exercise of stock options and 218,750 shares were cancelled, resulting in 5,544,050 shares issued and outstanding as of June 30, 2026. The voting, dividend, and liquidation rights of the holders of Common Stock are subject to and qualified by the rights, powers, and preferences of the holders of the Company’s preferred stock set forth in the Certificate of Incorporation. Series Seed-1 Convertible Preferred Stock shares of Series Seed-1 Convertible Preferred Stock (“Series Seed-1 Preferred Stock”), par value $0.0001 per share, at an original issue price of $ 9.7557per share. As of June 30, 2026 and December 31, 2025, shares of Series Seed-1 Preferred Stock were issued and outstanding. Series Seed-2 Convertible Preferred Stock shares of Series Seed-2 Convertible Preferred Stock (“Series Seed-2 Preferred Stock”), par value $0.0001 per share, at an original issue price of $ 7.80456per share. As of June 30, 2026 and December 31, 2025, all shares of Series Seed-2 Preferred Stock were issued and outstanding. Distribution and liquidation Seed-1 Preferred Stock and Series Seed-2 Preferred Stock equal to the sum of the original price for such series of preferred stock; second, to holders of common shares, on a pro rata basis, based upon the number of shares outstanding. Deemed liquidation events change-of-control Voting rights Seed-1 and Series Seed-2 Preferred Stock are entitled to one vote with the common stockholders as one single class. Stockholders, together, holding Series Seed-1 and Series Seed-2 Preferred Stock are entitled to elect one Director of the Board and common stockholders are entitled to elect two Directors of the Board. Dividends Seed-1 and Series Seed-2 Preferred Stock are not entitled to receive dividends. Holders of Common Stock are entitled to receive dividends if, as, and when declared by the Board of Directors out of funds legally available therefor, subject to the protective provisions of the preferred stock, which require the consent of the holders of a majority of the outstanding preferred stock prior to the declaration or payment of any dividend. No dividends have been declared or paid on the Common Stock through June 30, 2026. Redemption Seed-1 and Series Seed-2 Preferred Stock is not redeemable at the option of the holder on a stand-alone basis. However, following a Deemed Liquidation Event, if the Company does not dissolve within 90 days, holders of a majority of the outstanding preferred stock may require the Company to redeem all outstanding preferred stock at the liquidation amount, payable from available proceeds to the extent permitted by Delaware law. The Common Stock is not redeemable. Conversion Seed-1 and Series Seed-2 Preferred Stock may, at the option of the holder, be converted at any time into fully-paid and nonassessable shares of common shares. Series Seed-1 and Series Seed-2 Preferred Stock are mandatorily convertible upon a) the closing of an initial public offering, resulting in at least of proceeds, net of the underwriting discount and commissions or b) upon the date and time, or the occurrence of an event, specified by vote or written consent of the holders of a majority of the outstanding shares of preferred stock, voting together as a single class on an as-converted to Common Stock basis. The conversion rate is obtained by dividing the original issue price by the preferred stock conversion price. The preferred stock conversion price is initially set at the original issue price and is then adjusted for diluting issues upon the issuance of additional shares of the Company, stock splits, combinations, reorganizations, mergers, or sales of assets. The Common Stock has no conversion rights. Classification Seed-1 and Series Seed-2 Preferred Stock is classified as temporary equity on the unaudited condensed consolidated balance sheets in accordance with ASC Topic 480-10 and Regulation S-X Rule 5, without regard to the probability of occurrence. |
Note 6 – Stockholders’ Deficit The Company registered its certificate of incorporation on November 4, 2022. Pursuant to the Company’s stated Certificate of Incorporation, the Company’s shares are divided between preferred shares and common shares. Common Stock 12.0 million shares of capital stock, all of which shall be designated “Common Stock” and have a par value of $0.0001 per share. As of December 31, 2025 and 2024 there were 5,752,800 and 5,745,000 shares issued and outstanding, respectively. The voting, dividend, and liquidation rights of the holders of Common Stock are subject to and qualified by the rights, powers, and preferences of the holders of the Company’s preferred stock set forth in the Certificate of Incorporation. Series Seed-1 Preferred Stock Seed-1 Preferred Stock at an original issue price of $9.7557 per share. There were 3,876,721 shares of Series Seed-1 Preferred Stock issued and outstanding as of both December 31, 2025 and 2024. During the year ended December 31, 2024, the amount capitalized in stockholders’ deficit related to 2024 issuance costs was $13,936. Series Seed-2 Preferred Stock Seed-2 Preferred Stock issued and outstanding, with an original issue price of $7.80456 per share. Distribution and liquidation Seed-1 and Seed-2 preferred shares equal to the sum of the original price for such series of preferred stock; second, to holders of common shares, on a pro rata basis, based upon the number of shares outstanding. Deemed liquidation events change-of-control Voting rights Seed-1 and Seed-2 preferred shares are entitled to one vote with the common stockholders as one single class. Stockholders, together, holding Seed-1 and Seed-2 preferred shares are entitled to elect one Director of the Board and common stockholders are entitled to elect two Directors of the Board. Dividends Seed-1 and Seed-2 Preferred Stock are not entitled to receive dividends. Holders of Common Stock are entitled to receive dividends if, as, and when declared by the Board of Directors out of funds legally available therefor, subject to the protective provisions of the preferred stock, which require the consent of the holders of a majority of the outstanding preferred stock prior to the declaration or payment of any dividend. No dividends have been declared or paid on the Common Stock through December 31, 2025. Redemption Seed-1 and Seed-2 Preferred Stock is not redeemable at the option of the holder on a stand-alone basis. However, following a Deemed Liquidation Event, if the Company does not dissolve within 90 days, holders of a majority of the outstanding preferred stock may require the Company to redeem all outstanding preferred stock at the liquidation amount, payable from available proceeds to the extent permitted by Delaware law. The Common Stock is not redeemable. Conversion Seed-1 and Seed-2 preferred shares may, at the option of the holder, be converted at any time into fully-paid and nonassessable shares of common shares. Seed-1 and Seed-2 preferred shares are mandatorily convertible upon a) the closing of an initial public offering, resulting in at least $50,000,000 of gross proceeds, net of the underwriting discount and commissions or b) upon the date and time, or the occurrence of an event, specified by vote or written consent of the holders of a majority of the outstanding shares of preferred stock, voting together as a single class on an as-converted to Common Stock basis. The conversion rate is obtained by dividing the original issue price by the preferred stock conversion price. The preferred stock conversion price is initially set at the original issue price and is then adjusted for diluting issues upon the issuance of additional shares of the Company, stock splits, combinations, reorganizations, mergers, or sales of assets. The Common Stock has no conversion rights. Classification Seed-1 and Seed-2 Preferred Stock is classified as temporary equity in accordance with ASC Topic 480-10-S99-3A S-X Rule 5-02.27, without regard to the probability of occurrence. |