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Convertible Debt | 12 Months Ended
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Dec. 31, 2025
Convertible Debt [Abstract] |
CONVERTIBLE DEBT | NOTE 4 — CONVERTIBLE DEBT Convertible Debt The Company’s convertible notes are separated into seven groups — A, B, C, D, E, F and BlinkBio — per the table below:
|  |  |  |  |  |  |  |  |  |  |  | December 31, 2025 |  |  | December 31, 2024 |
|  |  |  |  |  |  |  |  | Conversion |  |  | Carrying |  |  | Carrying |
Group |  | Rate |  |  | Maturity |  | Collateral |  | Rate |  |  | Amount |  |  | Amount |
A |  |  | 10 | % |  | 10/31/2024 |  | None |  |  | 80% - 87.5 | % |  | $ | — |  |  | $ | — |
B |  |  | 6 | % |  | 10/31/2024 |  | None |  |  | 80 | % |  | $ | — |  |  | $ | — |
C |  |  | 6 | % |  | 10/31/2024 |  | None |  |  | 80 | % |  | $ | — |  |  | $ | — |
D |  |  | 6 | % |  | 10/31/2024 |  | None |  |  | 50 | % |  | $ | — |  |  | $ | — |
E |  |  | 6 | % |  | 10/31/2024 |  | None |  |  | 50 | % |  | $ | — |  |  | $ | — |
F |  |  | 6 | % |  | 10/31/2024 |  | None |  |  | 50 | % |  | $ | — |  |  | $ | — |
BlinkBio |  |  | 10 | % |  | 3/15/2022 |  | None |  |  | 100 | % |  | $ | — |  |  | $ | — |
The above convertible notes were all converted into common stock on August 2, 2024 upon consummation of the Company’s initial public offering. Group A Commencing in July 2018 through November 2021, the Company entered into an unsecured Subordinated Convertible Promissory Note Agreement (the “Agreements”) with certain lenders (together, the “Holders” or individually, the “Holder”). Interest on the unpaid principal balance accrues at a rate of 10% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. Unless earlier converted into shares of Equity Securities, the principal and accrued interest will be due and payable by the Company on demand by the Holders at any time after the earlier of (i) the Maturity Date (as defined in each Agreement) and (ii) the closing of the Next Equity Financing (as defined below). The stated Maturity Date was extended on October 24, 2023, under the same terms, until October 31, 2024. The Notes will automatically convert into the type of Equity Securities issued in the Next Equity Financing upon closing. The number of shares of such Equity Securities to be issued will be equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest due on the Note on the date of conversion of 80 – 87.5% of the price paid per share for Equity Securities by the investors in the Next Equity Financing. Equity Securities refers to Company’s common stock or preferred stock and Next Equity Financing refers to the next sale (or series of related sales) by the Company of its equity securities from which the Company receives gross proceeds of not less than $3,000,000 (including the aggregate amount of debt securities converted into Equity Securities upon conversion or cancellation of promissory notes) or $5,000,000, depending upon the signed agreement terms. In the event that the Company raises aggregate additional cash proceeds of at least $3,000,000 or $5,000,000 through the sale of the Company’s equity securities, excluding the sales or conversions of Notes under the Agreement, the outstanding principal amount due will automatically, and without any action on part of the holder, be converted into fully paid and non-assessable units of the Company’s equity stock sold in such qualified financing at 12.5% of the equity stock conversion price. The Company, at its option, may pay all accrued, but unpaid, interest and other charges in cash or by the issuance of additional equity stock at a rate of the applicable conversion price. The Company evaluated the Notes in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), and determined the Notes are considered share-settled debt and should be recorded as a liability. This conclusion was determined based on the debt providing the holder with a variable number of shares at settlement with an aggregate fair value equal to the debt instrument’s outstanding principal. The general measurement guidance in ASC 480 requires obligations that can be settled in shares with a fixed monetary value at settlement (e.g., share-settled debt) to be carried at fair value unless other accounting guidance specifies another measurement attribute. It has been determined that the appropriate guidance for share-settled debt is ASC 835. As a result, the Notes were recorded at the amortized cost. On August 2, 2024, the Company consummated its initial public offering, and the convertible notes, including accrued interest, converted into shares of the Company’s common stock. As of December 31, 2025 and 2024, the balance of the convertible notes was $0 and $0, respectively, as the notes were converted into 263,499 shares of the Company’s common stock in connection with the closing of the Company’s initial public offering on August 2, 2024. Group B Commencing in May 2020, the Company entered into an unsecured Subordinated Convertible Promissory Note Agreement (the “Agreements”) with certain lenders (together, the “Holders” or individually, the “Holder”), pursuant to which the Company issued a Subordinated Convertible Promissory Note (individually the “Note” or together the “Notes”) to the Holders, principally the investors brought in by an investment bank. Interest on the unpaid principal balance accrues at a rate of 6% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. Unless earlier converted into shares of Equity Securities, the principal and accrued interest will be due and payable by the Company on demand by the Holders at any time after the earlier of (i) the Maturity Date (as defined in each Agreement) and (ii) the closing of the Next Equity Financing (as defined below). The stated Maturity Date was extended on October 24, 2023, under the same terms, until October 31, 2024. The Notes will automatically convert into the type of Equity Securities issued in the Next Equity Financing upon closing. The number of shares of such Equity Securities to be issued will be equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest due on the Note on the date of conversion of 80% of the price paid per share for Equity Securities by the investors in the Next Equity Financing. Equity Securities refers to Company’s common stock or preferred stock and Next Equity Financing refers to the next sale (or series of related sales) by the Company of its equity securities from which the Company receives gross proceeds of not less than $10,000,000 (including the aggregate amount of debt securities converted into Equity Securities upon conversion or cancellation of promissory notes). In the event that the Company raises aggregate additional cash proceeds of at least $10,000,000 through the sale of the Company’s equity securities, excluding the sales or conversions of Notes under the Agreement, the outstanding principal amount due will automatically, and without any action on part of the holder, be converted into fully paid and non-assessable units of the Company’s equity stock sold in such qualified financing at 12.5% of the equity stock conversion price. The Company, at its option, may pay all accrued, but unpaid, interest and other charges in cash or by the issuance of additional equity stock at a rate of the applicable conversion price. The Company evaluated the Notes in accordance with ASC 480 and determined the Notes are considered share-settled debt and should be recorded as a liability. This conclusion was determined based on the debt providing the holder with a variable number of shares at settlement with an aggregate fair value equal to the debt instrument’s outstanding principal. The general measurement guidance in ASC 480 requires obligations that can be settled in shares with a fixed monetary value at settlement (e.g., share-settled debt) to be carried at fair value unless other accounting guidance specifies another measurement attribute. It has been determined that the appropriate guidance for share-settled debt is ASC 835. As a result, the Notes were recorded at the amortized cost. On August 2, 2024, the Company consummated its initial public offering, and the convertible notes, including accrued interest, converted into shares of the Company’s common stock. As of December 31, 2025 and 2024, the balance of the convertible notes was $0 and $0, respectively, as the notes were converted into 1,288,500 shares of the Company’s common stock in connection with the closing of the Company’s initial public offering on August 2, 2024. Group C Commencing in July 2021, the Company entered into an unsecured Subordinated Convertible Promissory Note Agreement (the “Agreements”) with certain lenders (together, the “Holders” or individually, the “Holder”), pursuant to which the Company issued a Subordinated Convertible Promissory Note (individually the “Note” or together the “Notes”) to the Holders, principally the investors brought in by an investment bank. Interest on the unpaid principal balance accrues at a rate of 6% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. Unless earlier converted into shares of Equity Securities, the principal and accrued interest will be due and payable by the Company on demand by the Holders at any time after the earlier of (i) the Maturity Date (as defined in each Agreement) and (ii) the closing of the Next Equity Financing (as defined below). The stated Maturity Date was extended on October 24, 2023, under the same terms, until October 31, 2024. The Notes will automatically convert into the type of Equity Securities issued in the Next Equity Financing upon closing. The number of shares of such Equity Securities to be issued will be equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest due on the Note on the date of conversion of 80% of the price paid per share for Equity Securities by the investors in the Next Equity Financing. Equity Securities refers to the Company’s common stock or preferred stock and Next Equity Financing refers to the next sale (or series of related sales) by the Company of its equity securities from which the Company receives gross proceeds of not less than $10,000,000 (including the aggregate amount of debt securities converted into Equity Securities upon conversion or cancellation of promissory notes). In the event that the Company raises aggregate additional cash proceeds of at least $10,000,000 through the sale of the Company’s equity securities, excluding the sales or conversions of Notes under the Agreement, the outstanding principal amount due will automatically, and without any action on part of the holder, be converted into fully paid and non-assessable units of the Company’s equity stock sold in such qualified financing at 12.5% of the equity stock conversion price. The Company, at its option, may pay all accrued, but unpaid, interest and other charges in cash or by the issuance of additional equity stock at a rate of the applicable conversion price. The Company evaluated the Notes in accordance with ASC 480 and determined the Notes are considered share-settled debt and should be recorded as a liability. This conclusion was determined based on the debt providing the holder with a variable number of shares at settlement with an aggregate fair value equal to the debt instrument’s outstanding principal. The general measurement guidance in ASC 480 requires obligations that can be settled in shares with a fixed monetary value at settlement (e.g., share-settled debt) to be carried at fair value unless other accounting guidance specifies another measurement attribute. It has been determined that the appropriate guidance for share-settled debt is ASC 835. As a result, the Notes were recorded at the amortized cost. On August 2, 2024, the Company consummated its initial public offering, and the convertible notes, including accrued interest, converted into shares of the Company’s common stock. As of December 31, 2025 and 2024, the balance of the convertible notes was $0 and $0, respectively, as the notes were converted into 986,250 shares of the Company’s common stock in connection with the closing of the Company’s initial public offering on August 2, 2024. Group D Commencing in November 2022, the Company entered into an unsecured Subordinated Convertible Promissory Note Agreement (the “Agreements”) with certain lenders (together, the “Holders” or individually, the “Holder”), pursuant to which the Company issued a Subordinated Convertible Promissory Note (individually the “Note” or together the “Notes”) to the Holders, principally the Investors brought in by an investment bank. Interest on the unpaid principal balance accrues at a rate of 6% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. Unless earlier converted into shares of Equity Securities, the principal and accrued interest will be due and payable by the Company on demand by the Holders at any time after the earlier of (i) the Maturity Date (as defined in each Agreement) and (ii) the closing of the Next Equity Financing (as defined below). The stated Maturity Date was extended on October 24, 2023, under the same terms, until October 31, 2024. The Notes will automatically convert into the type of Equity Securities issued in the Next Equity Financing upon closing. The number of shares of such Equity Securities to be issued will be equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest due on the Note on the date of conversion of 50% of the price paid per share for Equity Securities by the investors in the Next Equity Financing. Equity Securities refers to Company’s common stock or preferred stock and Next Equity Financing refers to the next sale (or series of related sales) by the Company of its equity securities from which the Company receives gross proceeds of not less than $10,000,000 (including the aggregate amount of debt securities converted into Equity Securities upon conversion or cancellation of promissory notes). In the event that the Company raises aggregate additional cash proceeds of at least $10,000,000 through the sale of the Company’s equity securities, excluding the sales or conversions of Notes under the Agreement, the outstanding principal amount due will automatically, and without any action on part of the holder, be converted into fully paid and non-assessable units of the Company’s equity stock sold in such qualified financing at 50% of the equity stock conversion price. In connection with the Group D Convertible Notes, the Company agreed to issue an additional 125,000 shares of common stock to the Group D Holders, prorated based on such Holder’s investment amount, as an inducement for their investment in the Group D Convertible Notes. The Company, at its option, may pay all accrued, but unpaid, interest and other charges in cash or by the issuance of additional equity stock at a rate of the applicable conversion price. The Company evaluated the Notes in accordance with ASC 480 and determined the Notes are considered share-settled debt and should be recorded as a liability. This conclusion was determined based on the debt providing the holder with a variable number of shares at settlement with an aggregate fair value equal to the debt instrument’s outstanding principal. The general measurement guidance in ASC 480 requires obligations that can be settled in shares with a fixed monetary value at settlement (e.g., share-settled debt) to be carried at fair value unless other accounting guidance specifies another measurement attribute. It has been determined that the appropriate guidance for share-settled debt is ASC 835. As a result, the Notes were recorded at the amortized cost. On August 2, 2024, the Company consummated its initial public offering, and the convertible notes, including accrued interest, converted into shares of the Company’s common stock. As of December 31, 2025 and 2024, the balance of the convertible notes was $0 and $0, respectively, as the notes were converted into 500,000 shares of the Company’s common stock in connection with the closing of the Company’s initial public offering on August 2, 2024. Group E Commencing in February 2023, the Company entered into an unsecured Subordinated Convertible Promissory Note Agreement (the “Agreements”) with certain lenders (together, the “Holders” or individually, the “Holder”), pursuant to which the Company issued a Subordinated Convertible Promissory Note (individually the “Note” or together the “Notes”) to the Holders, principally the investors brought in by an investment bank. Interest on the unpaid principal balance accrues at a rate of 6% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. Unless earlier converted into shares of Equity Securities, the principal and accrued interest will be due and payable by the Company on demand by the Holders at any time after the earlier of (i) the Maturity Date (as defined in each Agreement) and (ii) the closing of the Next Equity Financing (as defined below). The stated Maturity Date was extended on October 24, 2023, under the same terms, until October 31, 2024. The Notes will automatically convert into the type of Equity Securities issued in the Next Equity Financing upon closing. The number of shares of such Equity Securities to be issued will be equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest due on the Note on the date of conversion of 50% of the price paid per share for Equity Securities by the investors in the Next Equity Financing. Equity Securities refers to Company’s common stock or preferred stock and Next Equity Financing refers to the next sale (or series of related sales) by the Company of its equity securities from which the Company receives gross proceeds of not less than $10,000,000 (including the aggregate amount of debt securities converted into Equity Securities upon conversion or cancellation of promissory notes). In the event that the Company raises aggregate additional cash proceeds of at least $10,000,000 through the sale of the Company’s equity securities, excluding the sales or conversions of Notes under the Agreement, the outstanding principal amount due will automatically, and without any action on part of the holder, be converted into fully paid and non-assessable units of the Company’s equity stock sold in such qualified financing at 50% of the equity stock conversion price. In connection with the Group E Convertible Notes, the Company agreed to issue an additional 68,750 shares of common stock to the Group E Holders, prorated based on such Holder’s investment amount, as an inducement for their investment in the Group E Convertible Notes. The Company, at its option, may pay all accrued, but unpaid, interest and other charges in cash or by the issuance of additional equity stock at a rate of the applicable conversion price. The Company evaluated the Notes in accordance with ASC 480 and determined the Notes are considered share-settled debt and should be recorded as a liability. This conclusion was determined based on the debt providing the holder with a variable number of shares at settlement with an aggregate fair value equal to the debt instrument’s outstanding principal. The general measurement guidance in ASC 480 requires obligations that can be settled in shares with a fixed monetary value at settlement (e.g., share-settled debt) to be carried at fair value unless other accounting guidance specifies another measurement attribute. It has been determined that the appropriate guidance for share-settled debt is ASC 835. As a result, the Notes were recorded at the amortized cost. On August 2, 2024, the Company consummated its initial public offering, and the convertible notes, including accrued interest, converted into shares of the Company’s common stock. As of December 31, 2025 and 2024, the balance of the convertible notes was $0 and $0, respectively, as the notes were converted into 262,500 shares of the Company’s common stock in connection with the closing of the Company’s initial public offering on August 2, 2024. Group F Commencing in June 2023, the Company entered into an unsecured Subordinated Convertible Promissory Note Agreement (the “Agreements”) with certain lenders (together, the “Holders” or individually, the “Holder”), pursuant to which the Company issued a Subordinated Convertible Promissory Note (individually the “Note” or together the “Notes”) to the Holders, principally the investors brought in by an investment bank. Interest on the unpaid principal balance accrues at a rate of 6% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. Unless earlier converted into shares of Equity Securities, the principal and accrued interest will be due and payable by the Company on demand by the Holders at any time after the earlier of (i) the Maturity Date (as defined in each Agreement) and (ii) the closing of the Next Equity Financing (as defined below). The stated Maturity Date was extended on October 24, 2023, under the same terms, until October 31, 2024. The Notes will automatically convert into the type of Equity Securities issued in the Next Equity Financing upon closing. The number of shares of such Equity Securities to be issued will be equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest due on the Note on the date of conversion of 50% of the price paid per share for Equity Securities by the investors in the Next Equity Financing. Equity Securities refers to Company’s common stock or preferred stock and Next Equity Financing refers to the next sale (or series of related sales) by the Company of its equity securities from which the Company receives gross proceeds of not less than $10,000,000 (including the aggregate amount of debt securities converted into Equity Securities upon conversion or cancellation of promissory notes). In the event that the Company raises aggregate additional cash proceeds of at least $10,000,000 through the sale of the Company’s equity securities, excluding the sales or conversions of Notes under the Agreement, the outstanding principal amount due will automatically, and without any action on part of the holder, be converted into fully paid and non-assessable units of the Company’s equity stock sold in such qualified financing at 50% of the equity stock conversion price. In connection with the Group F Convertible Notes, the Company agreed to issue an additional 214,594 shares of common stock to the Group F Holders, prorated based on such Holder’s investment amount, as an inducement for their investment in the Group F Convertible Notes. The Company, at its option, may pay all accrued, but unpaid, interest and other charges in cash or by the issuance of additional equity stock at a rate of the applicable conversion price. The Company evaluated the Notes in accordance with ASC 480 and determined the Notes are considered share-settled debt and should be recorded as a liability. This conclusion was determined based on the debt providing the holder with a variable number of shares at settlement with an aggregate fair value equal to the debt instrument’s outstanding principal. The general measurement guidance in ASC 480 requires obligations that can be settled in shares with a fixed monetary value at settlement (e.g., share-settled debt) to be carried at fair value unless other accounting guidance specifies another measurement attribute. It has been determined that the appropriate guidance for share-settled debt is ASC 835. As a result, the Notes were recorded at the amortized cost. On August 2, 2024, the Company consummated its initial public offering, and the convertible notes, including accrued interest, converted into shares of the Company’s common stock. As of December 31, 2025 and 2024, the balance of the convertible notes was $0 and $0, respectively, as the notes were converted into 773,805 shares of the Company’s common stock in connection with the closing of the Company’s initial public offering on August 2, 2024. Redemption Liability The fair value of the redemption liability was calculated under Level 3 of the fair value hierarchy, is determined based upon a Probability-Weighted of Expected Returns Model (“PWERM”). This PWERM was determined to be the most appropriate method of estimating the value of possible redemption or conversion outcomes over time, since the Company has not entered into a priced equity round through June 30, 2024. The fair value of the redemption liability is calculated using the initial value of the convertible note less the debt discount rate of 12.5% in Group A, 20% in Groups B and C, and 50% in Groups D, E and F. The resulting redemption liability was amortized over the remaining life of the notes using interest rates of 10% for Group A and 6% for Groups B–F. Group A notes had a fixed term of three years, while Groups B–F had variable terms ranging from 12 months to three years. The Company retained the option to negotiate extended maturity dates for Groups B–F. On August 2, 2024, the Company consummated its initial public offering, and the convertible notes, including accrued interest, converted into shares of the Company’s common stock. The redemption liability was closed to stockholders’ equity on such date. Fees Associated with Convertible Debt Raise The fees associated with the issuance of the convertible notes for Groups A, B, C and D consist of legal and investment banking fees. No related parties received any portion of these fees. These fees are capitalized and amortized over the life of the respective convertible notes using an effective interest rate of 10% for Group A and 6% for Groups B, C and D. Make-whole liability — Shares due Noble Capital In March 2020, the Company entered into an advisory agreement with Noble Capital under which, in lieu of cash compensation, the Company agreed to issue 4% of its common stock, subject to an anti-dilution clause. The make-whole liability represents shares earned due to adjustments under the anti-dilution provision during 2020 and 2021. As of year-end 2021, the Company held an aggregate of 233,202 shares, valued at $408,413, after issuing 200,000 shares in 2020. Advisory fee expense of $152,482 was recorded in 2021 to reflect the share value earned under the anti-dilution provision. In 2022, 70,624 shares were set aside to satisfy the anti-dilution clause, with an associated advisory fee expense of $282,496 recognized. On July 1, 2023, the make-whole liability for Noble Capital was contractually nullified and unwound, and the adjustment was reflected in the Consolidated Statements of Stockholders’ Deficit. In September 2024, Noble Capital and the Company settled various investment fees in dispute, as well as shares related to the anti-dilution clause that had expired. Under the settlement, Noble Capital received 320,033 shares of common stock and $50,000 in cash. Make-whole liability — Shares Officers & Directors In January 2023, the Company issued 350,000 shares of Class A common stock to officers, key employees, key advisors and directors, leaving 20,000 shares to be issued to Joacim Borg, a former director, with a value of $80,000. On March 1, 2023, the Company hired Alan Musso, former CFO, and as part of his compensation, awarded him 12,500 shares of common stock at $4.00 per share, totaling $50,000. This amount was reflected in the Company’s make-whole stock liability. Upon Mr. Musso’s resignation on June 30, 2023, Christopher Acevedo, the current CFO, assumed the role and was awarded the balance of Mr. Musso’s shares following the successful completion of the Company’s initial public offering. The Company’s make-whole share liability as of September 30, 2024 is summarized in the table below.
Name |  | Position |  | # Shares |  |  | Value |  |  | Date Earned
Alan Musso |  | Former CFO |  |  | 3,125 |  |  | $ | 12,500 |  |  | March 1, 2023
Christopher Acevedo |  | Current CFO |  |  | 9,375 |  |  |  | 37,500 |  |  | Upon IPO
Joacim Borg |  | Former Director |  |  | 20,000 |  |  |  | 80,000 |  |  | July 1, 2022
|  |  |  |  | 32,500 |  |  | $ | 130,000 |  |  |
All make-whole shares due to directors and officers were issued in October 2024. As a result, the balance of the make-whole stock liability was $0 as of December 31, 2025 and December 31, 2024. Warrants for Placement Agent — Noble Capital In March 2020, the Company entered into an advisory agreement with Noble Capital, under which, in lieu of cash remuneration, it was granted a 10% warrant fee in addition to cash compensation for debt raises from investments procured by Noble Capital. The warrants have a five-year term, with an exercise price equal to the average price paid by the convertible debt holders in each respective debt raise round. The warrants earned were as follows:
| ● | 2020: 248,855 warrants, valued at $248,855
| ● | 2021: 213,782 warrants, valued at $427,564
| ● | 2022: 162,644 warrants, valued at $325,288
No warrants were earned from 2023 through December 31, 2024. Warrants issued in 2020, 2021, and 2022 were accounted for as a discount to the related convertible debt, with the discount amortized over the life of the debt. Debt discount accretion expense for these warrants was $0 for the year ended December 31, 2025, and $49,840 for the year ended December 31, 2024. The total unamortized warrant discount was $0 as of both December 31, 2025 and December 31, 2024. In September 2024, Noble Capital warrant holders exercised 116,313 warrants in a cashless transaction, and in December 2024, the remaining 294,977 warrants were exercised in a reduced cashless transaction, resulting in the issuance of common stock. Warrants for Underwriter and Placement Agents — Brookline Capital Markets and Ceros Financial Services, Inc. On August 2, 2024, the Company issued a warrant to Brookline Capital Markets to purchase 112,000 shares of the Company’s common stock pursuant to an underwriting agreement. The warrant became exercisable 180 days after July 31, 2024, expires on July 31, 2029, and has an exercise price of $4.40 per share. On December 24, 2024, in connection with the Company’s Purchase Agreement, Brookline earned warrants initially exercisable for 39,918 shares at $4.40 per share. These warrants were subsequently adjusted to 156,821 shares at an exercise price of $1.12 per share, subject to further adjustment as provided in the agreement. The warrants are exercisable for five years from April 9, 2025. As of December 31, 2025, warrants to purchase 156,821 shares remained outstanding. Ceros, in connection with the same Purchase Agreement, earned warrants initially exercisable for 13,951 shares at $4.40 per share, which were subsequently adjusted to 54,807 shares at $1.12 per share, also subject to further adjustment under the agreement. These warrants are exercisable for five years from April 9, 2025. As of December 31, 2025, 52,872 warrants remained outstanding. Short-Term Loan An investor lent the Company $100,000 on March 7, 2024. The note is a demand note, carrying interest at 8% and was used for working capital purposes. An investor lent the Company $150,000 on June 28, 2024. The note is a demand note, carrying interest at 8% and was also used for working capital purposes. The Company repaid these loans, including accrued interest thereon, in August 2024.

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