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Equity | 3 Months Ended
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Mar. 31, 2026
Equity [Abstract] |
Equity | Note 11 – Equity The Company is authorized to issue up to 200,000,000 shares of all classes of stock. 20,000,000 shares shall be Preferred Stock with a par value of $0.0001 and 190,000,000 shares as Common Stock with a par value of $0.0001. Further, we are authorized to issue two (2) classes of common stock, with 372,000,000 shares of the common stock designated as “Class A Common Stock” and 4,000,000 shares of the common stock designated as “Class B Common Stock”. After giving effect for the Reorganization (as defined below), in accordance with ASC 505-10-S99-4 (SAB Topic 4:C) and ASC 260- 10-55-12, as of March 31, 2026, and December 31,2025 14,430,600 and 12,603,900 shares of Class A Common Stock have been issued. At times the CEO of the Company, makes contributions to the Company. For the three months ended March 31, 2026 the contributions were $0. There were $1,000 in contributions for the three months ended March 31, 2025. On March 7,2025 the Company consummated its initial public offering of 2,500,000 units of the Company's Class A common stock at a public offering price of $4.125 per unit, generating gross proceeds of $5,156,250. In connection with the offering, the Company also sold 138,600 option warrants at a price of $0.01 per warrant, generating additional gross proceeds of $1,386 for total gross proceeds of $5,157,636. Pursuant to the underwriting agreement with Kingswood Capital Partners, LLC, the Company incurred $490,000 in expenses, resulting in net proceeds of $4,667,636. On January 16, 2026 the board authorized 136,000 shares of Class A common stock to eligible participants including board members and employees for a total fair value of $1,607,520. The issuance of these equity awards was accounted for in accordance with ASC 718. As of March 31, 2026, the Company had 4,035,894 shares of Series C Convertible Preferred Stock (“Series C Preferred Stock”) issued and outstanding. Each share of Series C Preferred Stock was issued as part of a unit consisting of one share of Series C Preferred Stock and accompanying Common Stock purchase warrants. The Series C Preferred Stock carries a stated value of $10.00 per share and is convertible at the option of the holder into shares of the Company’s Common Stock at a conversion price of $2.72 per share, subject to customary anti‑dilution adjustments for stock splits, stock dividends, recapitalizations, and certain dilutive issuances. In connection with the issuance of the Series C units, the Company has 16,137,866 warrants outstanding that are associated with the Series C Preferred Stock. Holders of Series C Preferred Stock are entitled to receive dividends on an as‑converted basis if and when dividends are declared on the Company’s Common Stock. Dividends are non-cumulative. The Series C Preferred Stock votes together with the Common Stock on an as‑converted basis, except for matters requiring a separate class vote under applicable law or the Certificate of Designation. The Series C Preferred Stock includes customary protective provisions, including approval rights over amendments to the Certificate of Incorporation that adversely affect the Series C, the creation of senior or pari pass preferred stock, and certain corporate actions. As of March 31, 2026, the Company had 353,606 shares of Series C preferred Stock converted into 650,000 Class A Common Stock. The conversion resulted in no gain or loss recognized, and no such gains or losses were incurred otherwise required to be recorded. Upon any liquidation, dissolution, or winding up of the Company, holders of Series C Preferred Stock are entitled to receive, prior to any distribution to holders of Common Stock, an amount equal to the stated value per share plus any declared but unpaid dividends. After payment of the liquidation preference, Series C holders may participate on an as‑converted basis to the extent provided in the Certificate of Designation. The Series C Preferred Stock is not mandatorily redeemable, and any optional redemption by the Company is subject to the terms and limitations set forth in the Certificate of Designation. Conversion and exercise rights associated with the Series C units may be subject to beneficial ownership limitations (e.g., 4.99% or 9.99%) unless waived by the holder. During the period ended March 31, 2026, holders exercised a total of 195,352 warrants, resulting in gross proceeds of $1,074,436 to the Company. In addition, holders exercised 43,348 warrants on a cashless basis during the period. The warrants exercised during the period were issued in prior financing transactions and each entitled the holder to purchase one share of the Company's Common Stock. Including these transactions, a cumulative total of 2,281,506 warrants have been exercised to date. The Company estimated the fair value of the warrants issued during the period using the Black‑Scholes option pricing model. The 1,388,600 warrants issued in connection with earlier financing activities had an aggregate estimated fair value of $440,304 at the time of issuance. The 16,783,381 warrants issued in connection with the October 2, 2025 PIPE transaction had an aggregate Black-Scholes estimated fair value of $47,993,543 at the time of issuance.
| Total Warrants outstanding as of December 31, 2025 | 34,751,156 |  |
| Total warrants Exercised | (238,700) |
| Total Warrants Outstanding as of March 31, 2026 | 34,512,456 |  |
Pursuant to a forward stock split (the “Forward Split”) announced on March 10, 2026, the total number of shares of Common Stock held by each stockholder were converted automatically into the number of shares of Common Stock equal to the number of issued and outstanding shares of Common Stock held by each such stockholder immediately prior to the Forward Split multiplied by two, with distribution occurring on March 25, 2026. On February 18, 2026, the Company completed a private investment in public equity (“PIPE”) financing with American Ventures, LLC, Series XIV JFB (the “Investor”). Pursuant to the securities purchase agreement, the Company issued 802,000 shares of its common stock at a purchase price of $12.50 per share, resulting in gross proceeds of $10,025,000. In connection with the transaction, the Company incurred $1,009,650 of offering costs, including placement agent fees, legal fees, and escrow fees, all of which were recorded as a reduction to Additional Paid‑In Capital in accordance with ASC 505‑10. After deducting these offering costs, the Company received net proceeds of $9,015,354. The PIPE financing strengthened the Company’s liquidity position and is intended to support general corporate purposes, working capital needs, and ongoing growth initiatives. The shares issued in the PIPE were not registered under the Securities Act of 1933 and were issued pursuant to applicable private placement exemptions.

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