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Subsequent Events
12 Months Ended
Dec. 31, 2025
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 18 – SUBSEQUENT EVENTS

 

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through, March 31, 2026, the date that the financial statements were issued and has determined that is has the following material subsequent events to disclose in these financial statements.

 

On January 22, 2026, the Company entered into a securities purchase agreement with certain institutional investors pursuant to which it agreed to sell, in a registered direct offering, 2,166,666 shares of common stock and, in a concurrent private placement, warrants to purchase up to 2,166,666 additional shares of common stock at a combined purchase price of $0.60 per share and accompanying warrant. The warrants have an exercise price of $0.78 per share, are exercisable beginning six months after issuance, and expire five years from the date of issuance. The offering closed on January 26, 2026, generating aggregate net proceeds of approximately $1.3 million, before deducting placement agent fees and other offering expenses. The shares were issued pursuant to an effective shelf registration statement on Form S-3, while the warrants were issued in a private placement.

 

On February 18, 2026, the Company entered into a securities purchase agreement with an institutional investor pursuant to which it issued, in a private placement, pre-funded warrants to purchase up to 2,857,142 shares of common stock and common warrants to purchase up to 3,571,428 shares of common stock at a combined purchase price of $1.05 per unit. The pre-funded warrants are immediately exercisable at a nominal exercise price, and the common warrants have an exercise price of $0.92 per share and a five-year term. The offering closed on February 19, 2026, generating aggregate net proceeds of approximately $3.0 million, before fees and expenses.

 

Subsequent to December 31, 2025, the Company issued 900,000 shares of common stock to settle accounts payable of approximately $1,134,000.

 

Subsequent to December 31, 2025, the Company purchased back 11,627 shares of common stock from Maxim Group LLC.