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SUBSEQUENT EVENTS | 12 Months Ended
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Dec. 31, 2025
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS | NOTE 17 – SUBSEQUENT EVENTS Management has performed a review of all events and transactions occurring after December 31, 2025 for items that would require adjustment to or disclosure in the accompanying consolidated financial statements, noting no such items or transactions other than the following. On January 12, 2026, the Company received a written notice from The Nasdaq Stock Market (“Nasdaq”), indicating that the Company was not in compliance with Nasdaq Listing Rules 5620(a) and 5810(c)(2)G) due to the Company’s failure to hold an annual meeting of shareholders within twelve months of the end of the Company’s fiscal year end of December 31, 2024. On February 9, 2026, the Company was notified by The Nasdaq Stock Market that the Company has regained compliance with the annual meeting requirement for continued listing on The Nasdaq Capital Market. Accordingly, the Company has regained compliance with Nasdaq Listing Rules and the matter is now closed. On January 12, 2026, 1,464 shares of common stock were issued in connection the SEPA, resulting in net cash proceeds of $20,862. On January 28, 2026, 13,809 shares of common stock were issued in connection the SEPA, resulting in net cash proceeds of $180,942. On February 5, 2026, 24,000 shares of common stock were issued in connection the SEPA, resulting in net cash proceeds of $302,450. On February 11, 2026, the Company implemented an option repricing/exchange program pursuant to Option Repricing and Exchange Election Agreements (the Option/Exchange Agreements) with its then current holders of options previously granted under the Company’s 2022 Equity Incentive Plan, including each of the Company’s current officers and directors. These Option/Exchange Agreements provided a one-time opportunity for the option holders to elect to either (i) have a one-time option repricing be applied to their respective options with exercise prices greater than the current fair market value of the Company’s common stock or (ii) surrender their outstanding options with exercise prices greater than the current fair market value of the Company’s common stock in exchange for restricted stock. In connection with the Option/Exchange Program, the Company also accelerated vesting of all options including those with exercise prices greater than the current fair market value of the Company’s common stock, such that all options became fully vested. The Company’s Board of Directors approved the Option/Exchange program, including the accelerated vesting and the optionality of electing to reprice certain options or replace such options with restricted stock. The Company’s stockholders approved this one-time repricing or exchange event at its recent stockholders meeting. Pursuant to these Option/Exchange Agreements, officers and directors surrendered options to purchase a total of 112,500 shares of common stock, and received in exchange thereof 112,500 shares of restricted stock. Other option holders surrendered a total of 17,125 options to purchase shares of common stock and received in exchange thereof 17,125 shares of restricted stock. In addition, certain officers and directors of the Company exercised their respective retained options in full, pursuant to which officers and directors exercised options to purchase a total of 198,375 shares of restricted common stock. Other option holders exercised options to purchase a total of 9,000 shares of restricted common stock. The Option/Exchange Agreements include customary representations and warranties and acknowledgements by the participants. The foregoing description of the Option/Exchange Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Option/Exchange Agreements, a form of which will be filed as an exhibit to a subsequent filing with the Securities and Exchange Commission. On March 2, 2026, the holder of a standalone option exercised the option to purchase 100,000 shares of the Company’s common stock. Upon exercise of the option, the Company issued 100,000 shares of restricted common stock in accordance with the terms of the option agreement.

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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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