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Share-Based Compensation | 6 Months Ended
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Jun. 30, 2025
Share-Based Compensation |
Share-Based Compensation | NOTE 11 — Share-Based Compensation On February 18, 2025, the Company filed a registration statement on Form S-8 with the SEC to register 4,000,000 shares of common stock, which may be issued pursuant to awards under the 2025 Equity Incentive Plan. The number of shares of common stock that may be issued under the 2025 Equity Incentive Plan is equal to 15% of the aggregate number of shares of common stock issued and outstanding immediately after the Closing of the Business Combination (calculated on a fully diluted basis). The 2025 Equity Incentive Plan provides for noncash equity-based compensation through the grant of common stock. Share-based compensation is based on the fair value of the common stock on the grant date, as determined by the daily price movement of the Nasdaq stock market. No share-based compensation to employees was issued under the 2025 Equity Incentive Plan as of June 30, 2025. On January 8, 2020, the Company entered into a consulting agreement with MG Partners, LLC to provide referral and strategic financing advisory services for an initial term of one year. The agreement was automatically renewed for additional six-month period unless terminated by either party. As compensation, MG Partners, LLC was entitled to receive a fee for any debt or equity financing procured on behalf of the Company. As of December 31, 2024, no such fees were payable as such fees were contingent on a business combination. The agreement further provided that if a Business Combination occurred during the term of the agreement, or within two years thereafter, MG Partners, LLC may be entitled to receive between 2.5% and 5.0% of the proceeds in the event of a sale of the Company. 75,000 shares of common stock were issued on February 18, 2025. The fair value of the shares on the grant date was $263,250, which was recorded as share-based compensation in the condensed consolidated statement of operations. On January 30, 2025, the Company issued 100,000 shares of common stock to Roth Capital Partners for their services as capital markets advisor, and 50,000 shares of common stock to Outside the Box Capital in connection with marketing and distribution services provided. On May 16, 2025, the Company issued 50,000 shares of common stock to Maximcash Fund Partnership for their services as financial advisor. The shares were measured at fair value on the date of issuance, and corresponding share-based compensation expenses of $138,000 and $69,000 were recorded, respectively.

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