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SUBSEQUENT EVENTS | 9 Months Ended
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Sep. 30, 2025
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS Stock-based compensation issued for wages and services On October 1, 2025, the Company issued 2,500 shares of common stock to an individual service provider as the second installment of a 30,000-share award under the 2022 Equity Incentive Plan. The shares were valued at $3.36 per share, based on the market close on the grant date. The award vests in equal monthly installments of 2,500 shares over 12 months, beginning September 1, 2025, subject to continued service. The stock-based compensation of $8,400 was recorded on the Company’s statement of operations to Professional fees. On October 2, 2025, the Company issued 48,889 shares of common stock pursuant to a warrant exercise. As of September 30, 2025, the Company had received proceeds of $143,245 and recognized the amount as additional paid-in capital in the unaudited condensed consolidated balance sheet. Upon issuance of the shares on October 2, 2025, the Company reclassified the par value of the shares from additional paid-in capital to common stock to reflect the shares outstanding. On October 17, 2025, the Company issued 50,000 shares of its common stock pursuant to its 2022 Equity Incentive Plan. The shares were granted at a fair market value of $3.90 per share, based on the closing price on the grant date. This issuance was made in accordance with a contractual employment agreement dated February 27, 2025, which provided for the issuance of 50,000 shares effective six months from the agreement date. As of September 30, 2025, the Company recognized stock-based compensation expense totaling $195,000, which was recorded as Professional Fees in the unaudited condensed consolidated statement of operations. Upon issuance of the shares on October 17, 2025, the Company reclassified the par value of the shares from additional paid-in capital to common stock to reflect the shares outstanding. On October 17, 2025, the Company issued 25,000 shares of its common stock pursuant to its 2022 Equity Incentive Plan. The shares were granted at a fair market value of $3.06 per share, based on the closing price on the grant date. This issuance was made in accordance with a contractual employment agreement dated March 11, 2025, which provided for the issuance of 25,000 shares effective six months from the agreement date. As of September 30, 2025, the Company recognized stock-based compensation expense totaling $76,500, which was recorded as Professional Fees in the unaudited condensed consolidated statement of operations. Upon issuance of the shares on October 17, 2025, the Company reclassified the par value of the shares from additional paid-in capital to common stock to reflect the shares outstanding. On October 31, 2025, the Compensation Committee approved the accelerated vesting and issuance of 25,000 shares of common stock under the 2022 Equity Incentive Plan. In accordance with ASC 718, the fair value of the award was measured at $6.30 per share, the closing price on the acceleration date, as this constituted a modification of the original grant. As a result, the stock-based compensation of $157,500 was recorded on the Company’s statement of operations to Professional fees. Shelf Registration Statement On October 10, 2025, the Company filed a shelf registration statement on Form S-3 with the SEC, allowing for the potential offering of up to $100 million of common stock, preferred stock, debt securities, warrants, purchase contracts, or units. Securities may be offered from time to time in one or more offerings, as described in future prospectus supplements. Private Placement of Common Stock On October 17, 2025, the Company closed on a private placement of 2,000,000 shares of common stock at a purchase price of $7.00 per share, resulting in aggregate gross proceeds of $14,000,000. The shares were issued to accredited investors pursuant to Securities Purchase Agreements, relying on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506 of Regulation D. The shares are fully paid, non-assessable, and restricted securities. The Company agreed to use its best efforts to file a registration statement to register the resale of the shares within fifteen business days of closing. Additionally, the Company agreed not to enter into any transaction for the sale of equity securities or securities convertible into equity securities for a period of 90 days following the closing, except that after the registration statement has been effective for at least 30 days, the Company may enter into such transactions if the price per share is at least $6.00. On October 22, 2025, the Board of Directors approved payments totaling $1,400,000 to advisory service providers and employees in connection with their roles in the Company’s private placement transaction. These payments represent direct equity issuance costs and were recorded as a reduction to additional paid-in capital.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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