UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM
For the quarterly period ended
For the transition period from ________ to ________
Commission File No.
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.) |
(Address of Principal Executive Offices, Including Zip Code)
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities Registered under Section 12(b) of the Exchange Act: None
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | Smaller reporting company |
| Emerging growth company |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The number of shares outstanding of the registrant’s Common Stock,
$.001 par value (being the only class of its common stock), is
PART I- FINANCIAL INFORMATION
Item 1. Financial Statements
1
Ludwig Enterprises, Inc.
Balance Sheets
(Unaudited)
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Inventory | ||||||||
| Prepaid expenses | ||||||||
| Deferred offering cost | ||||||||
| Note receivable | ||||||||
| Total Current Assets | ||||||||
| Other investment | ||||||||
| Intangible assets, net of accumulated | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Deficit | ||||||||
| Current Liabilities | ||||||||
| Bank overdraft | $ | |||||||
| Accounts payable and accrued liabilities | $ | |||||||
| Notes payable | ||||||||
| Convertible notes payable, net | ||||||||
| Due to related party | ||||||||
| Warrant liability | ||||||||
| Derivative liability | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Deficit | ||||||||
| Preferred stock: | ||||||||
| Common stock: | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
See accompanying notes to these condensed financial statements.
2
Ludwig Enterprises, Inc.
Statements of Operations
(Unaudited)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenues | $ | $ | ||||||
| Operating expenses | ||||||||
| General and administration expenses | ||||||||
| Research and development | ||||||||
| Total operating expenses | ||||||||
| Net loss from operations | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Interest income | ||||||||
| Other income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Change in fair value of warrant liability | ( | ) | ||||||
| Change in fair value of derivative liability | ||||||||
| Amortization of debt discount | ( | ) | ||||||
| Gain on equity securities exchange | ||||||||
| Unrealized gain on marketable security | ||||||||
| Total other income (expense) | ( | ) | ||||||
| Net income (loss) before taxes | ( | ) | ||||||
| Income tax benefit | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Basic income (loss) per common share | $ | $ | ( | ) | ||||
| Diluted income (loss) per common share | $ | $ | ( | ) | ||||
| Weighted average number of common shares outstanding, basic | ||||||||
| Weighted average number of common shares outstanding, diluted | ||||||||
See accompanying notes to these condensed financial statements.
3
Ludwig Enterprises, Inc.
Statements of Changes in Stockholders’ Deficit
(Unaudited)
For the three months ended March 31, 2026
| Convertible | Additional | |||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid in | Accumulated | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Common stock issued for settlement expenses | - | |||||||||||||||||||||||||||
| Reversal of previously recognized stock-based compensation | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Net income | - | - | ||||||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
For the three months ended March 31, 2025
| Convertible | Additional | |||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid in | Accumulated | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Common stock issued for services | - | |||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
See accompanying notes to these condensed financial statements.
4
Ludwig Enterprises, Inc.
Statements of Cash Flows
(Unaudited)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Stock issued for services | ||||||||
| Stock issued for settlement of claims | ||||||||
| Reversal of previously recognized stock-based compensation | ( | ) | ||||||
| Interest income | ( | ) | ||||||
| Amortization of debt discount | ||||||||
| Change in fair value of warrant liability | ||||||||
| Change in fair value of derivative liability | ( | ) | ||||||
| Gain on equity securities exchange | ( | ) | ||||||
| Unrealized gain on marketable security | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | ||||||||
| Accounts payable and accrued liabilities | ||||||||
| Net Cash Used in Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows from Financing Activities: | ||||||||
| Deferred offering cost | ( | ) | ( | ) | ||||
| Proceeds from related party | ||||||||
| Repayments to related party | ( | ) | ||||||
| Proceeds from convertible notes payable - net | ||||||||
| Repayment the bank overdraft | ( | ) | ||||||
| Net Cash Provided by Financing Activities | ||||||||
| Net change in cash | ||||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
| Supplemental disclosure of non-cash financing activity: | ||||||||
| Recognition of warrant liability | $ | $ | ||||||
| Exchange of 2,500,000 shares of LMMY common stock in exchange for MAJI preferred shares | $ | $ | ||||||
See accompanying notes to these condensed financial statements.
5
LUDWIG ENTERPRISES, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
For the three months ended March 31, 2026
Note 1 – Organization and Nature of Operations
Organization and Nature of Operations
Ludwig Enterprises, Inc. (“the Company”), a Nevada Corporation (incorporated February 2006).
The Company is currently seeking to develop products and services through the use of cutting-edge technologies in the health care industry.
Liquidity, Going Concern and Management’s Plans
These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.
As reflected in the accompanying financial statements, for the three months ended March 31, 2026, the Company had:
| ● | Net
income of $ |
| ● | Net
cash used in operations was $ |
Additionally, at March 31, 2026, the Company had:
| ● | Accumulated
deficit of $ |
| ● | Stockholders’
deficit of $ |
| ● | Working
capital deficit of $ |
As of March 31, 2026, the Company has cash on
hand of $
The Company does not expect to generate sufficient revenues and positive cash flows from operations to meet its current obligations as they become due within the Evaluation Period. However, the Company will need to obtain and is exploring additional sources of financing including potential sources of debt or equity-based capital and/or strategic transactions at favorable terms, though such terms are not certain.
As a result of these conditions and uncertainties, management has concluded that substantial doubt exists about the Company’s ability to continue as a going concern within one year after the date these consolidated financial statements are issued, and management’s plans do not alleviate that substantial doubt.
These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these financial statements are issued.
The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.
Management’s strategic plans include the following:
| ● | Raising funds to execute business operations more fully during the year ending December 31, 2026, |
| ● | Seek out strategic acquisitions of health care technology; and |
| ● | Explore prospective partnership opportunities |
6
Note 2 – Summary of Significant Accounting Policies
Basis of Presentation
In the opinion of the Company, the accompanying unaudited interim financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of March 31, 2026, and its results of operations for the three months ended March 31, 2026, and 2025, and cash flows for the three months ended March 31, 2026, and 2025. The condensed balance sheet at December 31, 2025, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these unaudited interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended December 31, 2025, contained in the Company’s Form 10-K filed with the SEC on March 16, 2026.
Use of Estimates
Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material.
Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and other assumptions, which include both quantitative and qualitative assessments that it believes to be reasonable under the circumstances.
Significant estimates during the three months ended March 31, 2026, and 2025, include valuation of stock-based compensation, the fair value determination of investment in common stock and convertible preferred stock, and fair value determination of derivative liabilities.
Fair Value of Financial Instruments
The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements. ASC 820 provides a framework for measuring fair value and requires disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific asset or liability.
The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value.
The three tiers are defined as follows:
| ● | Level 1 – Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; |
| ● | Level 2 – Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and |
| ● | Level 3 – Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. |
7
The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate.
Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values.
The Company’s financial instruments, including cash, deferred offering cost, note receivable, prepaid expenses, and accounts payable and accrued liabilities, are carried at historical cost. At March 31, 2026 and December 31, 2025, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.
Cash and Cash Equivalents
For purposes of the statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents.
At March 31, 2026 and December 31, 2025,the Company
had $
Convertible Notes
The Company has entered into and, may enter into additional convertible notes, some of which may contain fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted, by the holder, into common shares at a fixed discount to the price of the common stock at the time of conversion. The Company measures the fair value of the notes at the time of issuance.
The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.
Debt Discount and Issuance Costs
For certain notes issued, the Company may provide the debt holder with an original issue discount (OID). Debt issuance costs paid to lenders, or third parties are recorded as debt discounts and amortized to interest expense over the life of the underlying debt instrument, in the Statements of Operations.
Derivative Financial Instruments
The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluated all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within twelve (12) months of the balance sheet date.
8
Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.
Research and Development
The Company accounts for research and development costs in accordance with ASC subtopic 730-10, Research and Development (“ASC 730-10”).
Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred.
The Company incurred research and development
expenses of $
Advertising Costs
Advertising and marketing costs are expensed as incurred. Advertising and marketing costs are included as a component of general and administrative expense in the statements of operations. Marketing and advertising costs primarily consisted of preparation of our go-to-market strategy, development of our consumer packaging and website design.
The Company recognized $
Stock-Based Compensation
The Company accounts for employee and non-employee stock awards under ASC 718, Compensation – Stock Compensation, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to nonemployees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable. Equity grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service.
9
Basic and Diluted Income (Loss) per Share
Pursuant to ASC 260-10-45, basic income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the periods presented. Diluted income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible preferred stock, convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future.
The following represents a reconciliation of the numerators and denominators of the basic and diluted income (loss) per share computation for the three months ended March 31, 2026 and 2025:
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Numerator: | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Interest on convertible debts | ||||||||
| Net income (loss) - diluted | $ | $ | ( | ) | ||||
| Denominator: | ||||||||
| Weighted average common shares outstanding | ||||||||
| Effect of dilutive shares | ||||||||
| Convertible notes | ||||||||
| Preferred stock | ||||||||
| Diluted | ||||||||
| Net income per common share: | ||||||||
| Basic - Net income (loss) | $ | $ | ( | ) | ||||
| Diluted - Net income (loss) | $ | $ | ( | ) | ||||
At March 31, 2026 and 2025, respectively, the Company had the following common stock equivalents, which are potentially dilutive equity securities:
| March 31, | March 31, | |||||||
| 2026 | 2025 | |||||||
| Convertible Preferred Stock | ||||||||
| Convertible notes | ||||||||
| Warrant | ||||||||
| (1) |
For purposes of the diluted net income (loss) per share calculation, warrants to purchase common stock and stock options are considered to be common stock equivalents, but have been excluded from the calculation of diluted net income (loss) per share, as their effect would be anti-dilutive for all periods presented. Therefore, basic and diluted net income (loss) per share applicable to common stockholders were the same for all periods presented.
10
Related Parties
Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.
Recently Issued Accounting Pronouncements
Changes to accounting principles are established by the FASB in the form of Accounting Standards Updates (“ASU’s”) to the FASB’s Codification. We consider the applicability and impact of all ASU’s on our financial position, results of operations, stockholders’ deficit, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) through the date these financial statements were available to be issued and found the following recent accounting pronouncements issued, but not yet effective accounting pronouncements, are not expected to have a material impact on the financial statements of the Company.
In November 2024, the FASB issued ASU 2024-03, ASC Subtopic “Disaggregation of Income Statement Expenses (ASC 220-40): Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures”. The amendments require additional disclosure of the nature of expenses included in the income statement. The amendments in this update are effective for public business entities for fiscal years, beginning after December 15, 2026. Early adoption is permitted. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements.
We do not expect the adoption of this pronouncement will have a material effect on the Company’s financial statements.
Note 3 – Notes Payable and Convertible Notes Payable
Notes Payable - Net
Between June 2012 and October 2023, the Company
issued promissory notes to 13 individuals in the aggregate of $
Convertible Notes Payable - Net
The Company had the following activity related to its convertible notes payable:
| Balance - December 31, 2025 | $ | |||
| Guaranteed interest recorded to convertible note payable | ||||
| Original issue debt discount (“OID”) | ( | ) | ||
| Warrant liability recognized at a discount | ( | ) | ||
| Amortization of debt discount | ||||
| Balance - March 31, 2026 | $ |
11
Note issued in 2026
On February 5, 2026, the Company entered into
a Securities Purchase Agreement with Alumni Capital LP (“Alumni”) (“Alumni SPA Agreement”), pursuant to which
the Company issued a convertible promissory note in the original principal amount of $
the warrant liability based on their fair value and the residual is allocated to the remaining debt.
The Alumni Note bears no stated interest. Upon
an event of default as defined by the Alumni SPA Agreement, default interest accrues at
The Alumni Note is also subject to mandatory redemption
upon the consummation of any subsequent financing of $
Note issued in 2025
In January 2025, the Company entered into securities
purchase agreements (the “SPAs”) with 2 individuals, pursuant to which the Company agreed to issue to the Investors Promissory
Notes (the “Notes”), in the aggregate principal amount of $
In April and May 2025, the Company entered into
securities purchase agreements (the “SPAs”) with 7 individuals, pursuant to which the Company agreed to issue to the Investors
Promissory Notes (the “Notes”), in the aggregate principal amount of $
Notes issued in 2024
Between March 2024 and November 2024, the Company
entered into securities purchase agreements (the “SPAs”) with 16 individuals in the aggregate of $
12
Modification and Extinguishment of Convertible Notes Payable
In March 2026, the Company extended the maturity
dates of some notes listed above to September 30, 2026. The Company evaluated the modification of terms and concluded that the extension
of the maturity dates did not result in significant and consequential changes to the economic substance of the debt, and thus resulted
in a modification of the debt and not an extinguishment of the debt. Specifically, on the date of modification, the Company determined
that the present value of the cash flows of the modified debt instruments were less than
Interest expense and amortization of debt discount
During the three months ended March 31, 2026 and
2025, the Company recorded interest expense for notes payable and convertible notes of $
During the three months ended March 31, 2026 and
2025, the Company recorded amortization of debt discount of $
Note 4 – Derivative and Warrant liabilities
Fair Value Assumptions Used in Accounting for Derivative Liabilities
Convertible notes
ASC 815 requires us to assess the fair market value of derivative liabilities at the end of each reporting period and recognize any change in the fair market value as other income or expense. The Company determined the embedded conversion feature to be a derivative liability to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of December 31, 2025 and March 31, 2026.
The Black-Scholes model, which requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The current stock price is based on the Company’s stock price. Expected volatility is based on the historical stock price volatility of comparable companies and our common stock. Risk free interest rates were obtained from U.S. Treasury rates for the applicable periods.
During the three months ended March 31, 2026 and
year ended December 31, 2025, in connection with the convertible notes payable and a conversion feature which converts into common shares
at the time of an uplist to a senior exchange such as the NYSE American or NASDAQ, the Company determined our derivative liability feature
from the noteholder’s conversion for the convertible notes is not clearly and closely related to the host and accounted for it as
a bifurcated derivative liability. As a result, the Company calculated the derivative liability based on the conditional liquidity event,
the IPO or the Maturity. As of March 31, 2026, the pricing of the IPO was assumed to be between $
As of March 31, 2026, for the convertible notes, the estimated fair values of the liabilities measured on a recurring basis were based on the following Black Scholes inputs:
| March 31, | December 31, | |||
| 2026 | 2025 | |||
| Expected conversion price(1) | $ | $ | ||
| Expected term | ||||
| Expected average volatility | ||||
| Expected dividend yield | ||||
| Risk-free interest rate | ||||
| Expected IPO price | $ | $ | ||
| Expected common stock price(1) | $ | $ |
| (1) |
13
The following table summarizes the changes in the derivative liabilities during the three months ended March 31, 2026 ( derivative liability during the three months ended March 31, 2025):
| Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | ||||
| Balance - December 31, 2025 | $ | |||
| (Gain) on change in fair value of the derivative | ( | ) | ||
| Balance - March 31, 2026 | $ | |||
Warrant Liability
The Alumni Warrant does not qualify for equity classification under ASC 815-40 and is recorded as a liability and recognized as a Level 3 fair value with changes in fair value recorded in the income statement at each reporting date (Note 3). The Company determined the embedded feature, allowing Alumni to require the Company to repurchase the Alumni Warrant for cash, in the event of a change of control, to be a liability, and used the Monte Carlo pricing model to calculate the fair value as of issuance date (February 5, 2026) and March 31, 2026.
At the issuance date, the Alumni Warrant was recorded
at its estimated fair value of $
As of initial date and March 31, 2026, for the warrant, the estimated fair values of the liability measured on a recurring basis were based on the following Monte Carlo inputs:
| Initial | March 31, | |||
| Date | 2026 | |||
| Expected conversion price(1) | Variable up to $ | Variable up to $ | ||
| Expected term to qualified offering date | ||||
| Expected average volatility | ||||
| Expected dividend yield | ||||
| Risk-free interest rate | ||||
| Expected common stock price(1) | $ | $ | ||
| Probability of qualified offering event |
| (1) |
The following table summarizes the changes in the warrant liability during the three months ended March 31, 2026 (no derivative liability during the three months ended March 31, 2025):
| Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | ||||
| Balance - December 31, 2025 | $ | |||
| Addition of new derivatives recognized as debt discount - warrant | ||||
| Loss on change in fair value of the derivative | ||||
| Balance - March 31, 2026 | $ | |||
Note 5 – Warrants
In February 2026, the Company issued a Common
Stock Purchase Warrant (the “Alumni Warrant”) in connection with the Alumni SPA Agreement (Note 3). The Alumni Warrant entitles
Alumni to purchase up to
14
A summary of activity of the warrants during the three months ended March 31, 2026, is as follows:
| Number of Warrants Outstanding | Weighted Average Exercise price | Weighted Average Remaining life (year) | ||||||||||
| Outstanding at December 31, 2025 | $ | |||||||||||
| Grant | ||||||||||||
| Exercised | ||||||||||||
| Cancelled | ||||||||||||
| Outstanding at March 31, 2026 | $ | |||||||||||
| Exercisable at March 31, 2026 | $ | |||||||||||
The aggregate intrinsic value of the warrants
as of March 31, 2026 was $
Note 6 – Stockholders’ Equity
The Company has two (2) classes of stock:
Common Stock
| ● |
| ● | $ |
| ● | Voting
at |
On March 12, 2026, the Company issued
At March 31, 2026, and December 31, 2025, the
Company had
Preferred Stock
In May 2022 and December 2022, the Company’s
Articles of Incorporation, as amended, authorized the issuance of
The Board of Directors has made the following designations of its preferred stock.
Series A Convertible Preferred Stock
| ● |
| ● | $ |
15
| ● | Conversion
feature – each share of preferred stock is convertible into |
| ● | Voting
– on an as converted basis with common stock, at the applicable conversion rate ( |
| ● | Dividends – accrued only upon declaration of the board of directors, at the applicable conversion rate. |
| ● | Mandatorily redeemable (automatic conversion) on January 1, 2025. (See below amendment) |
| ● | Anti-dilution
provision – rights exist for the period of two years after the convertible preferred shares were converted into common stock. Additionally,
holders of the convertible preferred stock will have full ratchet anti-dilution protection rights at the rate of |
In connection with the issuance of these Series A, convertible preferred shares, the Company determined that there were no provisions within ASC 815 that were met, which would require derivative liability accounting treatment. Specifically, as noted below, upon amending the terms of the Series A, convertible preferred stock, at that time, there had been no new stock issuances of any type which may have triggered the anti-dilution provision.
In December 2022, the Company amended its articles of incorporation related to certain terms of its Series A, convertible preferred stock. At that time, the Company, along with approval from its convertible preferred stockholders agreed to remove provisions related to mandatory redemption as well as anti-dilution rights.
At March 31, 2026 and 2025, the Company had
Note 7 – Commitments and Contingencies
On November 15, 2023, we entered into a Financial
Advisory Services Agreement with Thornhill Advisory Group, Inc., a financial consulting firm owned by Scott J. Silverman, who, in conjunction
with the execution the CFO Agreement, was appointed as our Chief Financial Officer. Under the CFO Agreement, the Company is obligated
to make monthly payments of $
Beginning from the execution date of the CFO Agreement
and continuing until the Company raises $
| Funds Raised | Paid Monthly | Accrued Monthly | ||||||
| $0 – $250,000 | $ | $ | ||||||
| $250,000 – $750,000 | $ | $ | ||||||
Upon the Company’s raising of $
16
On April 1, 2024, Marvin S. Hausman., M.D. signed
an Offer Letter for his employment as our Chief Science Officer. Additionally, Dr. Hausman served as our Chairman of the Board of Directors
until he resigned in April 2025. Pursuant to the terms of his employment, the Company is obliged to make monthly payments to Dr. Hausman
of $
Beginning from the execution date of the Offer
Letter and continuing until the Company raises $
| Funds Raised | Paid Monthly | Accrued Monthly | ||||||
| $0 – $250,000 | $ | $ | ||||||
| $250,000 – $750,000 | $ | $ | ||||||
Upon the Company’s raising of $
From September 5, 2023 until April 1, 2024, Marvin
S. Hausman, M.D., served as our Chief Executive Officer. Under his employment agreement, we paid Dr. Hausman $
As of March 31, 2026, and December 31, 2025, the
Company has accrued $
In
August 2024, the Company acquired patent pending (“Patent”) for an mRNA Neuro Panel and Serotonin Assay, which Patent was
lodged by Nova on or about April 26, 2024, as U.S. Patent Application 18/705375, International Publication Number WO 2023/077245, captioned
as “Diagnosing, Monitoring and Treating Neurological Disease with Psychoactive Tryptamine Derivatives and mRNA Measurements”
(“IP” or “Patent”) from Nova Mentis Life Science Corp. in exchange for the issuance of
Note 8 – Related party transactions
The Company had the following activity related to its due to related party:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Note payable ( | $ | $ | ||||||
| Note payable ( | ||||||||
| $ | $ | |||||||
On March 10, 2025, the Company issued a Promissory
Note to our former chief executive officer, Charles Todd, in the principal amount of $
In November, 2025, the Company issued Promissory
Notes to Thornhill Advisory Group (“Thornhill”), a company beneficially owned by our Chief Financial Officer, in the principal
amount of $
17
In December, 2025, the Company issued Promissory
Notes to Thornhill for $
During the three months ended March 31, 2026,
and 2025, the Company recorded interest expense related to related party notes of $
During the three months ended March 31, 2026,
and 2025, our former CEO, Mr. Todd, paid operating expenses of $
On March 12, 2026, the Company and its former
CEO, Charles Todd, Jr., entered into an agreement whereby the Company will pay to Mr. Todd $
During the three months ended March 31, 2026,
and 2025, the Company paid Thornhill, $
Note 9 - Other Investment
At
December 31, 2025, the Company held
On
February 27, 2026, the Company surrendered the
The
Company accounts for its investment in Exousia Bio, Inc. common stock under ASC 321, Investments — Equity Securities. As
the shares have a readily determinable fair value based on quoted OTCMarkets’ prices, the investment is measured at fair value
at each reporting date, with unrealized gains and losses recognized in earnings in the period in which they occur. For the three months
ended March 31, 2026, the Company recognized an unrealized gain on this investment of $
The agreement included the following restrictions:
| ● | Lock-Up Period (1 year from agreement date): No sale of any shares are permitted during the Lock-Up period. |
| ● | Leak-Out Period (6 months afterlock-up): Sales are capped at
For the three months ended March 31, 2026, the Company recognized an unrealized gain on other investment of $ |
18
The investment in Exousia Bio, Inc. is remeasured at fair value on a recurring basis. The following table presents the fair value hierarchy as of February 27, 2026 (initial recognition date) and March 31, 2026:
| Fair Value as of February 27, 2026 | Unrealized Gain as of March 31, 2026 | Fair Value as of March 31, 2026 | ||||||||||
| Other Investment | $ | $ | $ | |||||||||
| 1. | The fair value of the investment is classified as Level 1 in the fair value hierarchy under ASC 820, Fair Value Measurement, as it is based on quoted market prices in active markets for identical assets. Management notes that the existence of the lock-up and leak-out restrictions may affect the liquidity and ultimate realizable value of this investment, and will continue to reassess the fair value at each reporting date with any resulting unrealized gains or losses recognized in earnings consistent with ASC 321. Management concluded the contractual restrictions were specific to the holder and therefore did not affect the unit of account or Level 1 classification under ASC 820. |
Note 10 – Segment Report
The or Interim CEO (“CEO”) is the chief operating decision maker (“CODM”) who reviews financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance. Accordingly, we determined we operate in a reporting segment – developing products that use mRNA genetic biomarkers to potentially assess the occurrence of inflammation, and, as a result, inflammation related chronic diseases. Within this segment, our products will be sold into the Medical markets.
Note 11 – Subsequent Events
On May 1, 2026, the Company entered into an Exclusive
Distribution Agreement with Canary Oncoceutics, Inc, a company engaged in the business of distributing and selling diagnostic medical
services and products. Pursuant to the Agreement, Canary agrees to be the exclusive distributor of Ludwig’s diagnostic tests in
India and guarantees the sale of a minimum of
On May 13, 2026, the Company entered into a Securities
Purchase Agreement with QC Funding LLC (“QC”) (“QC SPA Agreement”), pursuant to which the Company issued a convertible
promissory note in the original principal amount of $
The QC Note bears no stated interest. Upon an
event of default as defined by the QC SPA Agreement, default interest accrues at
The QC Note is also subject to mandatory redemption
upon the consummation of any subsequent financing of $
19
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of our operations together with our financial statements and the notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements reflecting our current expectations, whose actual outcomes involve risks and uncertainties. Actual results and the timing of events may differ materially from those stated in or implied by these forward-looking statements due to a number of factors, including those discussed in the sections entitled “Risk Factors,” “Cautionary Statement Regarding Forward Looking Statements” and elsewhere herein. Please see the notes to our Financial Statements for information about our Critical Accounting Policies and Recently Issued Accounting Pronouncements.
Forward-looking Statements
There are “forward looking statements” contained herein. All statements that express expectations, estimates, forecasts or projections are forward-looking statements. In addition, other written or oral statements which constitute forward-looking statements may be made by us or on our behalf. Words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” “project,” “forecast,” “may,” “should,” and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in or suggested by such forward-looking statements. We undertake no obligation to update or revise any of the forward-looking statements after the date of this quarterly report to conform forward-looking statements to actual results. Important factors on which such statements are based are assumptions concerning uncertainties, including but not limited to, uncertainties associated with the following:
| ● | Inadequate capital and barriers to raising the additional capital or to obtaining the financing needed to implement our business plans; | |
| ● | Our failure to earn revenues or profits; | |
| ● | Inadequate capital to continue business; | |
| ● | Volatility or decline of our stock price; | |
| ● | Potential fluctuation in annual results; | |
| ● | Rapid and significant changes in markets; | |
| ● | Litigation with or legal claims and allegations by outside parties; and | |
| ● | Insufficient revenues to cover operating costs. |
The following discussion should be read in conjunction with the financial statements and the notes thereto which are included in this quarterly report. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ substantially from those anticipated in any forward-looking statements included in this discussion as a result of various factors.
Overview
We are an innovative technology and health related Company that is developing products that use mRNA-based genetic markers with the potential to measure the presence of inflammation, and, as a result, inflammatory driven diseases and monitor patient response to treatment. Advancements in medical technology have awarded us with cutting edge genetic tools, unheard of even a generation ago. These genetic tools have the potential to not only achieve early detection of diseases but also to support customized treatments that may improve patient outcomes. The Company is at the forefront of this new era of medicine with development of products that will embody our proprietary mRNA genomic technology that has the potential of detecting genetic biomarkers for inflammatory driven diseases, including, but not limited to, heart disease, diabetes, preeclampsia, cancer and “long COVID”.
20
Current Financial Condition Summary
We have not yet derived revenues from our operations.
We had net income of $218,847 (unaudited) for the three months ended March 31, 2026. Additionally, we had net cash used in operating activities of $152,659 (unaudited) for the three months ended March 31, 2026. At March 31, 2026, we had a working capital deficit of $5,037,861 (unaudited), an accumulated deficit of $9,276,952 (unaudited) and a stockholders’ deficit of $4,028,695 (unaudited), which could have a material impact on our ability to obtain needed capital.
Implications of Being an Emerging Growth Company
We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:
| ● | have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; | |
| ● | comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); | |
| ● | submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on- frequency;” and | |
| ● | disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. |
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1.07 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.
Results of Operations
Comparison of the Three months ended March 31, 2026, compared to the three months ended March 31, 2025.
For the three months ended March 31, 2026 and 2025, we had revenue from services of $0 and $0, respectively. We expect that revenues from sales of our planned products will begin during the second half of 2026.
21
Operating Expenses. Total operating expenses for the three months ended March 31, 2026 and 2025, were $564,979 and $524,921, respectively. The increase in operating expenses during the three months ended March 31, 2026, was primarily due to a significant increase in our activities relating sales and marketing as we prepare to bring our product to market, as well as the increase in payments of monthly fees to our key consultants and fees for professional services, including accounting and legal.
General and Administrative Expenses. The increase of $104,992 in general and administrative expenses to $555,679 for the three months ended March 31, 2026, as compared to $450,687 for the three months ended March 31, 2025, was primarily due to a an increase in stock based compensation paid to our former CEO, as well as an increase in our payments of monthly fees to our key consultants and fees for professional services, including accounting and legal offset by a decrease in our activities relating sales and marketing.
Research and Development The decrease of $64,934 in research and development expenses to $9,300 from $74,234 for the three months ended March 31, 2026 and 2025, respectively, were primarily due to a reduction in expenditures in the development of our planned products.
Other Income/Expense. The increase of $799,848 in total other income during the three months ended March 31, 2026 to $783,826 from other expense of $16,022 for the three months ended March 31, 2026 and 2025, respectively, was primarily due to a gain on securities exchange of $825,000 and unrealized gain on equity securities of $175,000 related to the exchange of our equity in MAJI for equity in LMMY and an increase in the fair value of derivative liabilities, offset by an increase in amortization of debt discount and an increase in interest expense associated with our notes payable.
Amortization of Debt Discount. We incurred $146,207 and $0 in amortization of debt discount for OID and guaranteed interest on a convertible note payable during the three months ended March 31, 2026 and 2025, respectively.
Interest Expense. Interest expense for the three months ended March 31, 2026, was $91,552 compared to $20,355 for the three months ended March 31, 2025.
Net Income (Loss). The change to net income of $218,847 from a loss of $540,943 for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, was primarily attributable to non-cash gains related to investment securities and derivative fair value adjustments rather than recurring operating revenues. Specifically, the change from Net Loss to Net Income was due to an increase in fair value of derivative liabilities of $21,585, a gain on equity securities exchange of $825,000 and an unrealized gain on equity securities of $175,000 offset by an increase in interest expense of $73,197, a decrease in other income of $2,333 and an increase in amortization of debt discount of $146,207. Should we be able to obtain needed capital, as we continue to expand our business activities, we expect that our operating expenses for all of 2026 will be in excess of those incurred during the year ended December 31, 2025 However, we are unable to predict our actual operating expenses for all of 2026, due to the uncertainty surrounding our ability to obtain capital.
Liquidity and Capital Resources
March 31, 2026. At March 31, 2026, the Company had $18,323 in cash and a working capital deficit of $5,037,861 compared to $0 in cash and a working capital deficit of $4,397,372, at December 31, 2025. The Company does not have sufficient working capital to fund current operating expenses through the second quarter of 2026. We will need to obtain additional debt or equity-based capital from third parties to implement our full business plans. There is no assurance that we will be successful in obtaining such additional capital.
22
Cash Flows
Net Cash Used in Operating Activities. Net cash used in operating activities was $152,659 during the three months ended March 31, 2026, compared to $89,562 used during the three months ended March 31, 2025.
Cash flows used in operating activities for the three months ended March 31, 2026, were comprised of a net income of $218,847 reduced by non-cash adjustments of $734,714. Non-cash expenses were primarily composed of stock issued for services, amortization of debt discount, change in fair value of derivative and warrant liability, gain on exchange of equity securities and an unrealized gain on equity securities held and loss on settlement of liabilities. Cash flows of $130,857 were also produced by the changes in the levels of operating assets and liabilities, primarily related to an increase in prepaid expenses and accounts payable and accrued expenses, and a decrease in inventory.
Cash flows used in operating activities for the three months ended March 31, 2025, were comprised of a net loss of $540,943, reduced by non-cash expenses of $164,372 and changes to operating assets and liabilities of $287,009. Non-cash expenses were primarily composed of $166,372 in stock issued for services offset by $2,000 in interest expense. Changes in the levels of operating assets and liabilities were related to an increase of $9,220 in prepaid expenses and an increase of $277,789 in accounts payable and accrued expenses.
Net Cash Used in Investing Activities. Net cash used in investing activities was $-0- during the three months ended March 31, 2026, compared to $-0- during the three months ended March 31, 2025.
Net Cash Provided by Financing Activities. Net cash provided by financing activities was $170,982 of net cash during the three months ended March 31, 2026, as compared to $99,392 provided during the three months ended March 31, 2025. All of the cash provided by financing activities resulted from convertible promissory notes issued offset by a repayment of an advance from related parties, an increase in deferred offering costs and a repayment of a bank overdraft.
Notes Payable and Convertible Promissory Notes
Notes Payable - Net
Between June 2012 and October 2023, the Company issued promissory notes to 13 individuals in the aggregate of $1,370,009 with various interest rates ranging from 0% to 12% and maturity dates of March 31, 2026. On April 5, 2026, the Company agreed to extend the maturity dates of some notes to September 30, 2026 without any penalties or consideration. The promissory notes are unsecured. On May 1, 2025, the Company redeemed a Promissory Note with a principal balance of $100,000 and accrued interest of $12,603. As of March 31, 2026 and December 31, 2025, the Company had outstanding Notes Payable of $1,270,009 and $1,270,009, respectively.
Convertible Notes Payable - Net
The Company had the following activity related to its convertible notes payable:
| Balance - December 31, 2025 | $ | 1,171,413 | ||
| Guaranteed interest recorded to convertible note payable | 250,000 | |||
| Original issue debt discount | (50,000 | ) | ||
| Warrant liability recognized as discount | (126,000 | ) | ||
| Amortization of debt discount | 146,207 | |||
| Balance - March 31, 2026 | $ | 1,391,620 |
23
Note issued in 2026
On February 5, 2026, the Company entered into a Securities Purchase Agreement with Alumni Capital LP (“Alumni”) (“Alumni SPA Agreement”), pursuant to which the Company issued a convertible promissory note in the original principal amount of $250,000 (the “Alumni Note”) together with the Alumni Warrant. The aggregate cash purchase price received for both instruments was $200,000, and the Alumni Note originally matured on May 4, 2026, and on May 4, 2026, the maturity was extended to June 15, 2026.
The Alumni Note bears no stated interest. Upon an event of default as defined by the Alumni SPA Agreement, default interest accrues at 15% per annum, and the holder may convert the outstanding balance into common shares, require redemption upon an Event of Default. The Alumni Note is convertible on maturity or after the event of default. The conversion price is the lowest traded price during the twenty (20) business days immediately prior to delivery of a conversion notice multiplied by seventy percent (70%).
The Alumni Note is also subject to mandatory redemption upon the consummation of any subsequent financing of $2,000,000 or more.
Note issued in 2025
In January 2025, the Company entered into securities purchase agreements (the “SPAs”) with 2 individuals, pursuant to which the Company agreed to issue to the Investors Promissory Notes (the “Notes”), in the aggregate principal amount of $100,000 with an interest rate of 8% per annum. The Notes mature twelve (12) months from the dates of issue. The principal amounts of the notes together with any accrued interest are convertible into common shares at any time prior or at maturity at a price of $0.10 per common share. The Notes, together with any accrued interest, shall automatically convert into common shares at a price of $0.10 per share upon the successful uplisting of the Company’s common stock onto the NASDAQ, CBOE or NYSE American stock exchanges.
In April and May 2025, the Company entered into securities purchase agreements (the “SPAs”) with 7 individuals, pursuant to which the Company agreed to issue to the Investors Promissory Notes (the “Notes”), in the aggregate principal amount of $650,000 with an interest rate of 8% per annum. The Notes mature twelve (12) months from the dates of issue. If, prior to the Maturity Date, the Company’s securities are accepted for listing on a national securities exchange (an “Uplist”), then the outstanding principal and interest of the Notes shall automatically convert into Common Stock, at a conversion price equal to: (a) if in connection with the Uplist the Company issues and sells shares of its Common Stock, or securities convertible into or exchangeable for shares of Common Stock, whether in a public offering or a private placement, eighty-five percent (85%) of the per share price paid by the investors in such offering, or (b) otherwise eighty-five percent (85%) of the VWAP of the Common Stock on the day on which the Company’s Common Stock first opens for trading on such exchange, or (b) if the Notes have not previously been converted then upon the Maturity Date, the Conversion Amount shall be convertible, at the election of the Holder, into Common Stock at a conversion rate equal to a eighty-five percent (85%) of the average VWAP for the five Trading Days immediately preceding the Maturity Date.
Notes issued in 2024
Between March 2024 and November 2024, the Company entered into securities purchase agreements (the “SPAs”) with 16 individuals in the aggregate of $578,708 with an interest rate of 8%. The Notes mature twelve (12) months from the dates of issue. The principal amounts of the notes together with any accrued interest are convertible into common shares at any time prior or at maturity at a price of $0.10 per common share. The Notes, together with any accrued interest, shall automatically convert into common shares at a price of $0.10 per share upon the successful uplisting of the Company’s common stock onto the NASDAQ, CBOE OR NYSE American stock exchanges. On April 3, 2025, the Company entered into Note Extension and Modification Agreements with 11 of our Noteholders, extending the maturity dates on their Notes to December 31, 2025. The conversion features of the notes were modified such that if, prior to the Maturity Date, the Company’s securities are accepted for listing on a national securities exchange (an “Uplist”), then the outstanding principal and interest of the Notes shall automatically convert into Common Stock, at a conversion price equal to: (a) if in connection with the Uplist the Company issues and sells shares of its Common Stock, or securities convertible into or exchangeable for shares of Common Stock, whether in a public offering or a private placement, eighty-five percent (85%) of the per share price paid by the investors in such offering, or (b) otherwise eighty-five percent (85%) of the VWAP of the Common Stock on the day on which the Company’s Common Stock first opens for trading on such exchange, or (b) if the Notes have not previously been converted then upon the Maturity Date, the Conversion Amount shall be convertible, at the election of the Holder, into Common Stock at a conversion rate equal to a eighty-five percent (85%) of the average VWAP for the five Trading Days immediately preceding the Maturity Date. In March, 2026, the Company agreed to extend the maturity dates of their Notes to September 30, 2026.
24
Modification and Extinguishment of Convertible Notes Payable
In March 2026, the Company extended the maturity dates of some notes listed above to September 30, 2026. The Company evaluated the modification of terms and concluded that the extension of the maturity dates did not result in significant and consequential changes to the economic substance of the debt, and thus resulted in a modification of the debt and not an extinguishment of the debt. Specifically, on the date of modification, the Company determined that the present value of the cash flows of the modified debt instruments were less than 10% different from the present value of the remaining cash flows under the original debt instruments. Accordingly, no gain or loss on debt extinguishment was recorded.
Interest expense and amortization of debt discount
During the three months ended March 31, 2026 and 2025, the Company recorded interest expense for notes payable and convertible notes of $91,552 and $20,355, respectively.
During the three months ended March 31, 2026 and 2025, the Company recorded amortization of debt discount of $146,207 and $0, respectively.
Going Concern
The unaudited financial statements included herein have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As reflected in the financial statements, we had a working capital deficit of $5,037,861 at March 31, 2026, and had net income of $218,847 (unaudited) for the three months ended March 31, 2026. The Company’s net income for the quarter was primarily attributable to non-cash gains related to investment securities and derivative fair value adjustments rather than recurring operating revenues. This raises substantial doubt as to the Company’s ability to continue as a going concern for a period of one year from the issuance of the financial statements.
Off Balance Sheet Arrangements
At March 31, 2026, we did not have any off balance sheet arrangements that we believe have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Critical Accounting Policies
Our accounting policies are more fully described in our financial statements, beginning on page F-1. The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on our best knowledge of current and anticipated events, actual results could differ from the estimates.
We have identified the following accounting policies as those that require significant judgments, assumptions and estimates and that have a significant impact on our financial condition and results of operations. These policies are considered critical because they may result in fluctuations in our reported results from period to period, due to the significant judgments, estimates and assumptions about complex and inherently uncertain matters and because the use of different judgments, assumptions or estimates could have a material impact on our financial condition or results of operations. We evaluate our critical accounting estimates and judgments required by our policies on an ongoing basis and update them as appropriate based on changing conditions.
Fair Value of Financial Instruments. The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements. ASC 820 provides a framework for measuring fair value and requires disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific asset or liability.
25
The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value.
The three tiers are defined as follows:
Level 1 - Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets;
Level 2 - Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and
Level 3 - Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions.
The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate.
Beneficial Conversion Features. For instruments that are not considered liabilities under ASC 480 or ASC 815, the Company applies ASC 470-20 to convertible securities with beneficial conversion features that must be settled in stock. ASC 470-20 requires that the beneficial conversion feature be valued at the commitment date as the difference between the effective conversion price and the fair market value of the common stock (whereby the conversion price is lower than the fair market value) into which the security is convertible, multiplied by the number of shares into which the security is convertible limited to the amount of the loan. This amount is recorded as a debt discount and amortized to interest expense in the Consolidated Statements of Operations.
Debt Discount. For certain notes issued, the Company may provide the debt holder with an original issue discount. The original issue discount is recorded as a debt discount, reducing the face amount of the note, and is amortized to interest expense over the life of the debt, in the Consolidated Statements of Operations.
The Company adopted ASU 2020-06 on January 1, 2024, which eliminated the cash conversion sub-sections of ASC 470-20 resulting in these instruments being recorded as a single liability. As a result, the discount created by recognition of a component of the convertible debt in equity was eliminated and interest expense was reduced. When adopted, the Company recorded the change to retained earnings.
Research and Development. The Company accounts for research and development costs in accordance with ASC subtopic 730-10, Research and Development (“ASC 730-10”).
Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred.
Stock-based Compensation. The Company accounts for our stock-based compensation under ASC 718 “Compensation - Stock Compensation” using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.
The Company uses the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the fair value of options.
The fair value of stock-based compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods.
26
When determining fair value, the Company considers the following assumptions in the Black-Scholes model:
| ● | Exercise price, | |
| ● | Expected dividends, | |
| ● | Expected volatility, | |
| ● | Risk-free interest rate; and | |
| ● | Expected life of option |
Recently Issued Accounting Pronouncements. Changes to accounting principles are established by the FASB in the form of Accounting Standards Updates (“ASU’s”) to the FASB’s Codification. We consider the applicability and impact of all ASU’s on our financial position, results of operations, stockholders’ deficit, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) through the date these financial statements were available to be issued and found the following recent accounting pronouncements issued, but not yet effective accounting pronouncements, are not expected to have a material impact on the financial statements of the Company.
In November 2024, the FASB issued ASU 2024-03, ASC Subtopic “Disaggregation of Income Statement Expenses (ASC 220-40): Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures”. The amendments require additional disclosure of the nature of expenses included in the income statement. The amendments in this update are effective for public business entities for fiscal years, beginning after December 15, 2026. Early adoption is permitted. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements.
We do not expect the adoption of this pronouncement will have a material effect on the Company’s financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Interim CEO and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by Exchange Act Rule 13a-15(e), we carried out an evaluation, under the supervision and with the participation of our management, including our Interim Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our Interim CEO and our Chief Financial Officer concluded that our disclosure controls were not effective at March 31, 2026.
27
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:
| ● | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; | |
| ● | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and | |
| ● | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
As an emerging development stage public company, we have worked diligently to improve processes within our company that increase risk related to transaction processing which can impact our financial reporting. We intend to implement a significant number of manual compensating controls to address this risk.
Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
Our management, including our Interim Chief Executive Officer and our Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of March 31, 2026. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the 2013 Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Based on that evaluation, they concluded that, during the period covered by this quarterly Report, such internal controls and procedures were not effective.
This Quarterly Report on Form 10-Q does not include an attestation report by our company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our company’s registered public accounting firm pursuant to the rules of the SEC that require our company to provide only our company’s management’s report in this Quarterly Report on Form 10-Q.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during our last fiscal year that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
28
PART II- OTHER INFORMATION
Item 1. Legal Proceedings
We have no pending legal or administrative proceedings.
Item 1A. Risk Factors
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three months ended March 31, 2026, we issued no unregistered securities that have not been reported previously.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Item 6. Exhibits
| Exhibit | Description | |
| 31.1* | Certification by Registrant’s Chief Executive Officer with respect to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 | |
| 31.2* | Certification by Registrant’s Chief Financial Officer with respect to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 | |
| 32.1* | Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code by Registrant’s Chief Executive Officer and Chief Financial Officer with respect to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 | |
| 101.* | INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document. | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * | Filed herewith. |
29
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| LUDWIG ENTERPRISES, INC. | ||
| By: | /s/ Jose Antonio Reyes. | Dated: May 29 2026 |
| Jose Antonio Reyes | ||
| Interim Chief Executive Officer | ||
30
Exhibit 31.1
CERTIFICATION
I, Jose Antonio Reyes., certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Ludwig Enterprises, Inc. for the fiscal period ended March 31, 2026. |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
| 4. | The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
| 5. | The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
Date: May 29, 2026
| By: | /s/ Jose Antonio Reyes. | |
| Jose Antonio Reyes | ||
| Interim Chief Executive Officer |
Exhibit 31.2
I, Scott J. Silverman, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Ludwig Enterprises, Inc. for the fiscal period ended March 31, 2026. |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
| 4. | The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
| 5. | The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
Date: May 29, 2026
| By: | /s/ Scott J. Silverman | |
| Scott J. Silverman | ||
| Chief Financial Officer [Principal Financial Officer] |
Exhibit 32.1
CERTIFICATIONS OF PRINCIPAL EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Jose Antonio Reyes, certify, as of the date hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Ludwig Enterprises, Inc. on Form 10-Q for the period ended March 31, 2026, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents in all material respects the financial condition and results of operations of Ludwig Enterprises, Inc. at the dates and for the periods indicated.
Date: May 29, 2026
| By: | /s/ Jose Antonio Reyes. | |
| Jose Antonio Reyes | ||
| Interim Chief Executive Officer |
I, Scott J. Silverman, certify, as of the date hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Ludwig Enterprises, Inc. on Form 10-Q for the period ended March 31, 2026, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents in all material respects the financial condition and results of operations of Ludwig Enterprises, Inc. at the dates and for the periods indicated.
Date: May 29, 2026
| By: | /s/ Scott J. Silverman | |
| Scott J. Silverman | ||
| Chief Financial Officer [Principal Financial Officer] |
A signed original of this written statement required by Section 906 has been provided to Ludwig Enterprises, Inc. and will be retained by Ludwig Enterprises, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Balance Sheets (Unaudited) (Parentheticals) - $ / shares |
Mar. 31, 2026 |
Dec. 31, 2025 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Preferred stock, authorized (in Shares) | 7,000,000 | 7,000,000 |
| Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
| Preferred stock, shares issued (in Shares) | 7,000,000 | 7,000,000 |
| Preferred stock, shares outstanding (in Shares) | 7,000,000 | 7,000,000 |
| Common stock, shares authorized (in Shares) | 1,250,000,000 | 1,250,000,000 |
| Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
| Common stock, shares issued (in Shares) | 167,166,897 | 162,569,807 |
| Common stock, shares outstanding (in Shares) | 167,166,897 | 162,569,807 |
Statements of Changes in Stockholders’ Deficit (Unaudited) - USD ($) |
Convertible Preferred Stock |
Common Stock |
Additional Paid in Capital |
Accumulated Deficit |
Total |
|---|---|---|---|---|---|
| Balance at Dec. 31, 2024 | $ 7,000 | $ 160,511 | $ 4,713,710 | $ (7,259,366) | $ (2,378,145) |
| Balance (in Shares) at Dec. 31, 2024 | 7,000,000 | 160,512,807 | |||
| Common stock issued for services | $ 1,057 | 165,315 | 166,372 | ||
| Common stock issued for services (in Shares) | 1,057,000 | ||||
| Net income (loss) | (540,943) | (540,943) | |||
| Balance at Mar. 31, 2025 | $ 7,000 | $ 161,568 | 4,879,025 | (7,800,309) | (2,752,716) |
| Balance (in Shares) at Mar. 31, 2025 | 7,000,000 | 161,569,807 | |||
| Balance at Dec. 31, 2025 | $ 7,000 | $ 162,568 | 4,938,025 | (9,495,799) | (4,388,206) |
| Balance (in Shares) at Dec. 31, 2025 | 7,000,000 | 162,569,807 | |||
| Common stock issued for settlement expenses | $ 4,597 | 174,689 | 179,286 | ||
| Common stock issued for settlement expenses (in Shares) | 4,597,090 | ||||
| Reversal of previously recognized stock-based compensation | (38,622) | (38,622) | |||
| Net income (loss) | 218,847 | 218,847 | |||
| Balance at Mar. 31, 2026 | $ 7,000 | $ 167,165 | $ 5,074,092 | $ (9,276,952) | $ (4,028,695) |
| Balance (in Shares) at Mar. 31, 2026 | 7,000,000 | 167,166,897 |
Organization and Nature of Operations |
3 Months Ended | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2026 | |||||||||||||||||||||||||
| Organization and Nature of Operations [Abstract] | |||||||||||||||||||||||||
| Organization and Nature of Operations | Note 1 – Organization and Nature of Operations
Organization and Nature of Operations
Ludwig Enterprises, Inc. (“the Company”), a Nevada Corporation (incorporated February 2006).
The Company is currently seeking to develop products and services through the use of cutting-edge technologies in the health care industry.
Liquidity, Going Concern and Management’s Plans
These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.
As reflected in the accompanying financial statements, for the three months ended March 31, 2026, the Company had:
Additionally, at March 31, 2026, the Company had:
As of March 31, 2026, the Company has cash on hand of $18,323 and has incurred recurring losses from operations. The management evaluated the Company’s ability to continue as a going concern for the twelve months following the issuance date of these financial statements (the “Evaluation Period”).
The Company does not expect to generate sufficient revenues and positive cash flows from operations to meet its current obligations as they become due within the Evaluation Period. However, the Company will need to obtain and is exploring additional sources of financing including potential sources of debt or equity-based capital and/or strategic transactions at favorable terms, though such terms are not certain.
As a result of these conditions and uncertainties, management has concluded that substantial doubt exists about the Company’s ability to continue as a going concern within one year after the date these consolidated financial statements are issued, and management’s plans do not alleviate that substantial doubt.
These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these financial statements are issued.
The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.
Management’s strategic plans include the following:
|
Summary of Significant Accounting Policies |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies
Basis of Presentation
In the opinion of the Company, the accompanying unaudited interim financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of March 31, 2026, and its results of operations for the three months ended March 31, 2026, and 2025, and cash flows for the three months ended March 31, 2026, and 2025. The condensed balance sheet at December 31, 2025, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these unaudited interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended December 31, 2025, contained in the Company’s Form 10-K filed with the SEC on March 16, 2026.
Use of Estimates
Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material.
Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and other assumptions, which include both quantitative and qualitative assessments that it believes to be reasonable under the circumstances.
Significant estimates during the three months ended March 31, 2026, and 2025, include valuation of stock-based compensation, the fair value determination of investment in common stock and convertible preferred stock, and fair value determination of derivative liabilities.
Fair Value of Financial Instruments
The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements. ASC 820 provides a framework for measuring fair value and requires disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific asset or liability.
The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value.
The three tiers are defined as follows:
The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate.
Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values.
The Company’s financial instruments, including cash, deferred offering cost, note receivable, prepaid expenses, and accounts payable and accrued liabilities, are carried at historical cost. At March 31, 2026 and December 31, 2025, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.
Cash and Cash Equivalents
For purposes of the statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents.
At March 31, 2026 and December 31, 2025,the Company had $18,323 and $0 in cash and equivalents, respectively.
Convertible Notes
The Company has entered into and, may enter into additional convertible notes, some of which may contain fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted, by the holder, into common shares at a fixed discount to the price of the common stock at the time of conversion. The Company measures the fair value of the notes at the time of issuance.
The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.
Debt Discount and Issuance Costs
For certain notes issued, the Company may provide the debt holder with an original issue discount (OID). Debt issuance costs paid to lenders, or third parties are recorded as debt discounts and amortized to interest expense over the life of the underlying debt instrument, in the Statements of Operations.
Derivative Financial Instruments
The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluated all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within twelve (12) months of the balance sheet date. Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.
Research and Development
The Company accounts for research and development costs in accordance with ASC subtopic 730-10, Research and Development (“ASC 730-10”).
Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred.
The Company incurred research and development expenses of $9,300 and $74,234 for the three months ended March 31, 2026, and 2025 respectively.
Advertising Costs
Advertising and marketing costs are expensed as incurred. Advertising and marketing costs are included as a component of general and administrative expense in the statements of operations. Marketing and advertising costs primarily consisted of preparation of our go-to-market strategy, development of our consumer packaging and website design.
The Company recognized $74,250 and $179,910 in marketing and advertising costs during the three months ended March 31, 2026 and 2025, respectively.
Stock-Based Compensation
The Company accounts for employee and non-employee stock awards under ASC 718, Compensation – Stock Compensation, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to nonemployees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable. Equity grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Basic and Diluted Income (Loss) per Share
Pursuant to ASC 260-10-45, basic income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the periods presented. Diluted income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible preferred stock, convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future.
The following represents a reconciliation of the numerators and denominators of the basic and diluted income (loss) per share computation for the three months ended March 31, 2026 and 2025:
At March 31, 2026 and 2025, respectively, the Company had the following common stock equivalents, which are potentially dilutive equity securities:
For purposes of the diluted net income (loss) per share calculation, warrants to purchase common stock and stock options are considered to be common stock equivalents, but have been excluded from the calculation of diluted net income (loss) per share, as their effect would be anti-dilutive for all periods presented. Therefore, basic and diluted net income (loss) per share applicable to common stockholders were the same for all periods presented. Related Parties
Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.
Recently Issued Accounting Pronouncements
Changes to accounting principles are established by the FASB in the form of Accounting Standards Updates (“ASU’s”) to the FASB’s Codification. We consider the applicability and impact of all ASU’s on our financial position, results of operations, stockholders’ deficit, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) through the date these financial statements were available to be issued and found the following recent accounting pronouncements issued, but not yet effective accounting pronouncements, are not expected to have a material impact on the financial statements of the Company.
In November 2024, the FASB issued ASU 2024-03, ASC Subtopic “Disaggregation of Income Statement Expenses (ASC 220-40): Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures”. The amendments require additional disclosure of the nature of expenses included in the income statement. The amendments in this update are effective for public business entities for fiscal years, beginning after December 15, 2026. Early adoption is permitted. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements.
We do not expect the adoption of this pronouncement will have a material effect on the Company’s financial statements. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable and Convertible Notes Payable |
3 Months Ended | ||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2026 | |||||||||||||||||||||||||||||||
| Notes Payable and Convertible Notes Payable [Abstract] | |||||||||||||||||||||||||||||||
| Notes Payable and Convertible Notes Payable | Note 3 – Notes Payable and Convertible Notes Payable
Notes Payable - Net
Between June 2012 and October 2023, the Company issued promissory notes to 13 individuals in the aggregate of $1,370,009 with various interest rates ranging from 0% to 12% and maturity dates of March 31, 2026. On April 5, 2026, the Company agreed to extend the maturity dates of some notes to September 30, 2026 without any penalties or consideration. The promissory notes are unsecured. On May 1, 2025, the Company redeemed a Promissory Note with a principal balance of $100,000 and accrued interest of $12,603. As of March 31, 2026 and December 31, 2025, the Company had outstanding Notes Payable of $1,270,009 and $1,270,009, respectively.
Convertible Notes Payable - Net
The Company had the following activity related to its convertible notes payable:
Note issued in 2026
On February 5, 2026, the Company entered into a Securities Purchase Agreement with Alumni Capital LP (“Alumni”) (“Alumni SPA Agreement”), pursuant to which the Company issued a convertible promissory note in the original principal amount of $250,000 (the “Alumni Note”) together with the Alumni Warrant. The aggregate cash purchase price received for both instruments was $200,000 (after OID of $50,000), and the Alumni Note originally matured on May 4, 2026, and on May 4, 2026 the maturity was extended to June 15, 2026. The proceeds are allocated first to the warrant liability based on their fair value and the residual is allocated to the remaining debt.
The Alumni Note bears no stated interest. Upon an event of default as defined by the Alumni SPA Agreement, default interest accrues at 15% per annum, and the holder may convert the outstanding balance into common shares, require redemption upon an Event of Default. The Alumni Note is convertible on maturity or after the event of default. The conversion price is the lowest traded price during the twenty (20) business days immediately prior to delivery of a conversion notice multiplied by seventy percent (70%). The conversion feature becomes exercisable only upon an event of default. Accordingly, management concluded no bifurcated derivative existed as of March 31, 2026.
The Alumni Note is also subject to mandatory redemption upon the consummation of any subsequent financing of $2,000,000 or more.
Note issued in 2025
In January 2025, the Company entered into securities purchase agreements (the “SPAs”) with 2 individuals, pursuant to which the Company agreed to issue to the Investors Promissory Notes (the “Notes”), in the aggregate principal amount of $100,000 with an interest rate of 8% per annum. The Notes mature twelve (12) months from the dates of issue. The principal amounts of the notes together with any accrued interest are convertible into common shares at any time prior or at maturity at a price of $0.10 per common share. The Notes, together with any accrued interest, shall automatically convert into common shares at a price of $0.10 per share upon the successful uplisting of the Company’s common stock onto the NASDAQ, CBOE or NYSE American stock exchanges.
In April and May 2025, the Company entered into securities purchase agreements (the “SPAs”) with 7 individuals, pursuant to which the Company agreed to issue to the Investors Promissory Notes (the “Notes”), in the aggregate principal amount of $650,000 with an interest rate of 8% per annum. The Notes mature twelve (12) months from the dates of issue. If, prior to the Maturity Date, the Company’s securities are accepted for listing on a national securities exchange (an “Uplist”), then the outstanding principal and interest of the Notes shall automatically convert into Common Stock, at a conversion price equal to: (a) if in connection with the Uplist the Company issues and sells shares of its Common Stock, or securities convertible into or exchangeable for shares of Common Stock, whether in a public offering or a private placement, eighty-five percent (85%) of the per share price paid by the investors in such offering, or (b) otherwise eighty-five percent (85%) of the VWAP of the Common Stock on the day on which the Company’s Common Stock first opens for trading on such exchange, or (b) if the Notes have not previously been converted then upon the Maturity Date, the Conversion Amount shall be convertible, at the election of the Holder, into Common Stock at a conversion rate equal to a eighty-five percent (85%) of the average VWAP for the five Trading Days immediately preceding the Maturity Date.
Notes issued in 2024
Between March 2024 and November 2024, the Company entered into securities purchase agreements (the “SPAs”) with 16 individuals in the aggregate of $578,708 with an interest rate of 8%. The Notes mature twelve (12) months from the dates of issue. The principal amounts of the notes together with any accrued interest are convertible into common shares at any time prior or at maturity at a price of $0.10 per common share. The Notes, together with any accrued interest, shall automatically convert into common shares at a price of $0.10 per share upon the successful uplisting of the Company’s common stock onto the NASDAQ, CBOE OR NYSE American stock exchanges. On April 3, 2025, the Company entered into Note Extension and Modification Agreements with 11 of our Noteholders, extending the maturity dates on their Notes to December 31, 2025. The conversion features of the notes were modified such that if, prior to the Maturity Date, the Company’s securities are accepted for listing on a national securities exchange (an “Uplist”), then the outstanding principal and interest of the Notes shall automatically convert into Common Stock, at a conversion price equal to: (a) if in connection with the Uplist the Company issues and sells shares of its Common Stock, or securities convertible into or exchangeable for shares of Common Stock, whether in a public offering or a private placement, eighty-five percent (85%) of the per share price paid by the investors in such offering, or (b) otherwise eighty-five percent (85%) of the VWAP of the Common Stock on the day on which the Company’s Common Stock first opens for trading on such exchange, or (b) if the Notes have not previously been converted then upon the Maturity Date, the Conversion Amount shall be convertible, at the election of the Holder, into Common Stock at a conversion rate equal to a eighty-five percent (85%) of the average VWAP for the five Trading Days immediately preceding the Maturity Date. In March, 2026, the Company agreed to extend the maturity dates of their Notes to September 30, 2026. Modification and Extinguishment of Convertible Notes Payable
In March 2026, the Company extended the maturity dates of some notes listed above to September 30, 2026. The Company evaluated the modification of terms and concluded that the extension of the maturity dates did not result in significant and consequential changes to the economic substance of the debt, and thus resulted in a modification of the debt and not an extinguishment of the debt. Specifically, on the date of modification, the Company determined that the present value of the cash flows of the modified debt instruments were less than 10% different from the present value of the remaining cash flows under the original debt instruments. Accordingly, no gain or loss on debt extinguishment was recorded.
Interest expense and amortization of debt discount
During the three months ended March 31, 2026 and 2025, the Company recorded interest expense for notes payable and convertible notes of $91,552 and $20,355, respectively.
During the three months ended March 31, 2026 and 2025, the Company recorded amortization of debt discount of $146,207 and , respectively. |
Derivative and Warrant liabilities |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Derivative and Warrant liabilities [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Derivative and Warrant liabilities | Note 4 – Derivative and Warrant liabilities
Fair Value Assumptions Used in Accounting for Derivative Liabilities
Convertible notes
ASC 815 requires us to assess the fair market value of derivative liabilities at the end of each reporting period and recognize any change in the fair market value as other income or expense. The Company determined the embedded conversion feature to be a derivative liability to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of December 31, 2025 and March 31, 2026.
The Black-Scholes model, which requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The current stock price is based on the Company’s stock price. Expected volatility is based on the historical stock price volatility of comparable companies and our common stock. Risk free interest rates were obtained from U.S. Treasury rates for the applicable periods.
During the three months ended March 31, 2026 and year ended December 31, 2025, in connection with the convertible notes payable and a conversion feature which converts into common shares at the time of an uplist to a senior exchange such as the NYSE American or NASDAQ, the Company determined our derivative liability feature from the noteholder’s conversion for the convertible notes is not clearly and closely related to the host and accounted for it as a bifurcated derivative liability. As a result, the Company calculated the derivative liability based on the conditional liquidity event, the IPO or the Maturity. As of March 31, 2026, the pricing of the IPO was assumed to be between $7.00 and $9.00 per share after the expected reverse stock split occurs (1 for 200 shares) and probabilities were assigned not only for the IPO, but at different price points within the range from $7.00 to $9.00 per Unit. As of March 31, 2026, and the issue date of this interim report, the reverse split has not occurred.
As of March 31, 2026, for the convertible notes, the estimated fair values of the liabilities measured on a recurring basis were based on the following Black Scholes inputs:
The following table summarizes the changes in the derivative liabilities during the three months ended March 31, 2026 ( derivative liability during the three months ended March 31, 2025):
Warrant Liability
The Alumni Warrant does not qualify for equity classification under ASC 815-40 and is recorded as a liability and recognized as a Level 3 fair value with changes in fair value recorded in the income statement at each reporting date (Note 3). The Company determined the embedded feature, allowing Alumni to require the Company to repurchase the Alumni Warrant for cash, in the event of a change of control, to be a liability, and used the Monte Carlo pricing model to calculate the fair value as of issuance date (February 5, 2026) and March 31, 2026.
At the issuance date, the Alumni Warrant was recorded at its estimated fair value of $126,000 and recorded as a debt discount.. At March 31, 2026, the fair value was remeasured to $151,000, resulting in a loss on derivative liability of $25,000 recognized during the three months ended March 31, 2026.
As of initial date and March 31, 2026, for the warrant, the estimated fair values of the liability measured on a recurring basis were based on the following Monte Carlo inputs:
The following table summarizes the changes in the warrant liability during the three months ended March 31, 2026 (no derivative liability during the three months ended March 31, 2025):
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warrants [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warrants | Note 5 – Warrants
In February 2026, the Company issued a Common Stock Purchase Warrant (the “Alumni Warrant”) in connection with the Alumni SPA Agreement (Note 3). The Alumni Warrant entitles Alumni to purchase up to 4,166,667 shares of the Company’s common stock at an exercise price of $0.06 per share, and expires on February 5, 2031, five years from the date of issuance. The Alumni Warrant is exercisable immediately and may be exercised for cash or, after the six-month anniversary of issuance, on a cashless basis if no effective registration statement is filed. A summary of activity of the warrants during the three months ended March 31, 2026, is as follows:
The aggregate intrinsic value of the warrants as of March 31, 2026 was $0. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity |
3 Months Ended | ||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2026 | |||||||||||||||||||||||||||||||
| Stockholders’ Equity [Abstract] | |||||||||||||||||||||||||||||||
| Stockholders’ Equity | Note 6 – Stockholders’ Equity
The Company has two (2) classes of stock:
Common Stock
On March 12, 2026, the Company issued 4,597,090 shares of common stock to a former CEO as part of the settlement compensation, fair valued at $179,286.
At March 31, 2026, and December 31, 2025, the Company had 167,166,897 and 162,569,807 shares of common stock issued and outstanding, respectively.
Preferred Stock
In May 2022 and December 2022, the Company’s Articles of Incorporation, as amended, authorized the issuance of 7,000,000 shares of preferred stock which may be amended from time to time in one or more series. The Board of Directors is authorized to determine, prior to issuing any such series of preferred stock and without any vote or action by the shareholders, the rights, preferences, privileges and restrictions of the shares of such series, including dividend rights, voting rights, terms of redemption, the provisions of any purchase, retirement or sinking fund to be provided for the shares of any series, conversion and exchange rights, the preferences upon any distribution of the assets of the Company, including in the event of voluntary or involuntary liquidation, dissolution or winding up of the Company, and the preferences and relative rights among each series of preferred stock.
The Board of Directors has made the following designations of its preferred stock.
Series A Convertible Preferred Stock
In connection with the issuance of these Series A, convertible preferred shares, the Company determined that there were no provisions within ASC 815 that were met, which would require derivative liability accounting treatment. Specifically, as noted below, upon amending the terms of the Series A, convertible preferred stock, at that time, there had been no new stock issuances of any type which may have triggered the anti-dilution provision.
In December 2022, the Company amended its articles of incorporation related to certain terms of its Series A, convertible preferred stock. At that time, the Company, along with approval from its convertible preferred stockholders agreed to remove provisions related to mandatory redemption as well as anti-dilution rights.
At March 31, 2026 and 2025, the Company had 7,000,000 shares of Preferred stock issued and outstanding. |
Commitments and Contingencies |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commitments and Contingencies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commitments and Contingencies | Note 7 – Commitments and Contingencies
On November 15, 2023, we entered into a Financial Advisory Services Agreement with Thornhill Advisory Group, Inc., a financial consulting firm owned by Scott J. Silverman, who, in conjunction with the execution the CFO Agreement, was appointed as our Chief Financial Officer. Under the CFO Agreement, the Company is obligated to make monthly payments of $8,750, as follows:
Beginning from the execution date of the CFO Agreement and continuing until the Company raises $750,000 in equity or debt financing (the “Accrual Period”), the Company is obligated to make the monthly payments described in the following table:
Upon the Company’s raising of $750,000, the Company shall pay the accrued amount in cash. Thereafter, the Company shall pay the entire monthly payment without accrual. The agreement continues until terminated by either party with 60 days’ written notice. As of March 31, 2026 and 2025, the Company has accrued $77,802 and $98,058 in fees payable to Thornhill Advisory Group, Inc. The aggregate commitment under the agreement is $8,750 per month until termination. On April 1, 2024, Marvin S. Hausman., M.D. signed an Offer Letter for his employment as our Chief Science Officer. Additionally, Dr. Hausman served as our Chairman of the Board of Directors until he resigned in April 2025. Pursuant to the terms of his employment, the Company is obliged to make monthly payments to Dr. Hausman of $8,750, as follows:
Beginning from the execution date of the Offer Letter and continuing until the Company raises $750,000 in equity or debt financing (the “Accrual Period”), the Company is obligated to make the monthly payments described in the following table:
Upon the Company’s raising of $750,000, it shall pay the accrued amount in cash. Thereafter, the Company shall pay the entire monthly payment without accrual.
From September 5, 2023 until April 1, 2024, Marvin S. Hausman, M.D., served as our Chief Executive Officer. Under his employment agreement, we paid Dr. Hausman $5,000 per month. In addition, we were to pay Dr. Hausman an amount equal to 10% of gross sales revenues attributable to Dr. Hausman’s efforts, in perpetuity. The Agreement was terminated on April 1, 2024 when Dr. Hausman signed an offer for his employment as our Chief Science Officer.
As of March 31, 2026, and December 31, 2025, the Company has accrued $219,500 and $205,000 in fees payable, respectively, to Dr. Hausman. The aggregate commitment under the agreement is $8,750 per month until termination. (See Note 9).
In August 2024, the Company acquired patent pending (“Patent”) for an mRNA Neuro Panel and Serotonin Assay, which Patent was lodged by Nova on or about April 26, 2024, as U.S. Patent Application 18/705375, International Publication Number WO 2023/077245, captioned as “Diagnosing, Monitoring and Treating Neurological Disease with Psychoactive Tryptamine Derivatives and mRNA Measurements” (“IP” or “Patent”) from Nova Mentis Life Science Corp. in exchange for the issuance of 750,000 shares of common stock with a fair market value of $100,800, the forgiveness of $245,712 in consulting fees owed to Dr. Marvis S. Hausman, our Chief Scientific Officer and Chairman of the Board of Directors. Additionally, the Company and Nova Mentis entered into a royalty agreement requiring payment of 5% of gross sales to Nova Mentis for a period of ten years beginning with the first commercial sale of the related product. The Company recognized the purchase of the patent as an R&D development and recorded R&D expense of $100,800 in 2024. As of March 31, 2026, the Company has not generated any sales under this arrangement and, accordingly, no royalty expense or liability has been recognized in the accompanying financial statements. Future royalty payments, if any, are contingent upon the Company generating sales and will be recognized as incurred. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||
| Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| Related party transactions | Note 8 – Related party transactions
The Company had the following activity related to its due to related party:
On March 10, 2025, the Company issued a Promissory Note to our former chief executive officer, Charles Todd, in the principal amount of $36,912. The Note matures on September 30, 2025 and carries an interest rate of 8% per annum. In March, 2026, Mr. Todd extended the maturity of the Promissory Note until May 31, 2026.
In November, 2025, the Company issued Promissory Notes to Thornhill Advisory Group (“Thornhill”), a company beneficially owned by our Chief Financial Officer, in the principal amount of $9,018 bearing the interest rate of 1% per annum, with principal and interest repayable in full on or before January 30, 2026. On February 6, 2026, the Company redeemed the Note made with Thornhill in the principal amount of $9,018 and accrued interest of $21. In December, 2025, the Company issued Promissory Notes to Thornhill for $8,865 bearing the interest rate of 8% per annum, with principal and interest repayable in full on or before January 30, 2026. On February 6, 2026, the Company redeemed the Note made with Thornhill in the principal amount of $8,865 and accrued interest of $95.
During the three months ended March 31, 2026, and 2025, the Company recorded interest expense related to related party notes of $809 and $170, respectively.
During the three months ended March 31, 2026, and 2025, our former CEO, Mr. Todd, paid operating expenses of $0 and $15,247 on behalf of the Company and the Company did make any repayments during either period.
On March 12, 2026, the Company and its former CEO, Charles Todd, Jr., entered into an agreement whereby the Company will pay to Mr. Todd $275,147 in cash as settlement of accrued salary of $160,000, accounts payable of $25,170 and an additional settlement expense of $53,065 and his outstanding note payable of $36,912, plus 8% interest on the outstanding balance of his Promissory Note with a face value of $36,912 within 7 days of a consummation of an up-listing of the Company’s common stock on a national trading exchange and accompanying fund raise. Additionally, Mr. Todd will immediately be issued 4,597,090 restricted shares of the Company’s common stock, valued at $179,286. As a result, the Company recognized loss on settlement of liability related to Mr. Todd of $232,251 in a resolution of deferred compensation as part of the settlement agreement and recorded contingent liability of $238,235 under account payable and accrued liabilities as of March 31, 2026
During the three months ended March 31, 2026, and 2025, the Company paid Thornhill, $11,750 and $5,000, pursuant to the CFO Agreement. |
|||||||||||||||||||||||||||||||||||||||||||||
Other Investment |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other Investment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other investment | Note 9 - Other Investment
At December 31, 2025, the Company held 10,000 shares of Series B Convertible Preferred Stock (“Series B Preferred Stock”) of Exousia Bio, Inc. (formerly L A M Y), with a carrying value of $0. The Series B Preferred Stock is contingently convertible into 47,000,000 shares of Marijuana, Inc. common stock solely upon Marijuana, Inc., a public company controlled by Exousia Bio, Inc. The Series B Preferred Stock can only be converted upon Marijuana, Inc.’s successful uplisting to a qualified exchange.
On February 27, 2026, the Company surrendered the 10,000 shares of Series B Preferred Stock in exchange for 2,500,000 shares of common stock of Exousia Bio, Inc. On the date of the share exchange, the Company recognized a gain on exchange of equity investment of $825,000, which represented the fair value of the 2,500,000 shares of Exousia Bio, Inc. based on the OTCMarkets’ closing mark price of Exousia Bio, Inc’s shares.
The Company accounts for its investment in Exousia Bio, Inc. common stock under ASC 321, Investments — Equity Securities. As the shares have a readily determinable fair value based on quoted OTCMarkets’ prices, the investment is measured at fair value at each reporting date, with unrealized gains and losses recognized in earnings in the period in which they occur. For the three months ended March 31, 2026, the Company recognized an unrealized gain on this investment of $175,000.
The agreement included the following restrictions:
The investment in Exousia Bio, Inc. is remeasured at fair value on a recurring basis. The following table presents the fair value hierarchy as of February 27, 2026 (initial recognition date) and March 31, 2026:
|
||||||||||||||||||||||||||||||||||||||||||||||||
Segment Report |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Segment Report [Abstract] | |
| Segment Report | Note 10 – Segment Report
The or Interim CEO (“CEO”) is the chief operating decision maker (“CODM”) who reviews financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance. Accordingly, we determined we operate in a reporting segment – developing products that use mRNA genetic biomarkers to potentially assess the occurrence of inflammation, and, as a result, inflammation related chronic diseases. Within this segment, our products will be sold into the Medical markets.
The CEO assesses performance and decides how to allocate resources primarily based on consolidated net income, which is reported on our Consolidated Statements of Operations. Total assets on the Consolidated Balance Sheets represent our segment assets. |
Subsequent Events |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Note 11 – Subsequent Events
On May 1, 2026, the Company entered into an Exclusive Distribution Agreement with Canary Oncoceutics, Inc, a company engaged in the business of distributing and selling diagnostic medical services and products. Pursuant to the Agreement, Canary agrees to be the exclusive distributor of Ludwig’s diagnostic tests in India and guarantees the sale of a minimum of 75,000 units. Under the Agreement Canary will distribute the diagnostic products and complete the testing, after which it will transmit the data to Ludwig for analysis. The results will be sent back to Canary for distribution to its clients. Canary will pay to Ludwig an initiation fee of $25,000 to modify and prepare its software systems to accept Canary’s clinical data and provide return reporting under strict HIPAA-secure data protocols, and based on volume will pay a maximum of $20 per test, with discounts for increased volumes.
On May 13, 2026, the Company entered into a Securities Purchase Agreement with QC Funding LLC (“QC”) (“QC SPA Agreement”), pursuant to which the Company issued a convertible promissory note in the original principal amount of $48,125 (the “QC Note”) together with a Common Stock Purchase Warrant (the “ QC Warrant “) in connection with the QC SPA Agreement. The QC Warrant entitles QC to purchase up to of the Company’s common stock at an exercise price of $0.06 per share, and expires on May 12, 2031, five years from the date of issuance. The QC Warrant is exercisable immediately and may be exercised for cash or, after the six-month anniversary of issuance, on a cashless basis if no effective registration statement is filed. The aggregate cash purchase price received for both instruments was $35,000, and the QC Note matures on November 13, 2026.
The QC Note bears no stated interest. Upon an event of default as defined by the QC SPA Agreement, default interest accrues at 15% per annum, and the holder may convert the outstanding balance into common shares, require redemption upon an Event of Default. The QC Note is convertible on maturity or after the event of default. The conversion price is the lowest traded price during the twenty (20) business days immediately prior to delivery of a conversion notice multiplied by seventy percent (70%).
The QC Note is also subject to mandatory redemption upon the consummation of any subsequent financing of $2,000,000 or more. |
Pay vs Performance Disclosure - USD ($) |
3 Months Ended | |
|---|---|---|
Mar. 31, 2026 |
Mar. 31, 2025 |
|
| Pay vs Performance Disclosure | ||
| Net Income (Loss) | $ 218,847 | $ (540,943) |
Insider Trading Arrangements |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Trading Arrangements, by Individual | |
| Rule 10b5-1 Arrangement Adopted | false |
| Non-Rule 10b5-1 Arrangement Adopted | false |
| Rule 10b5-1 Arrangement Terminated | false |
| Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy (Policies) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basis of Presentation | Basis of Presentation In the opinion of the Company, the accompanying unaudited interim financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of March 31, 2026, and its results of operations for the three months ended March 31, 2026, and 2025, and cash flows for the three months ended March 31, 2026, and 2025. The condensed balance sheet at December 31, 2025, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these unaudited interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended December 31, 2025, contained in the Company’s Form 10-K filed with the SEC on March 16, 2026. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Use of Estimates | Use of Estimates Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and other assumptions, which include both quantitative and qualitative assessments that it believes to be reasonable under the circumstances. Significant estimates during the three months ended March 31, 2026, and 2025, include valuation of stock-based compensation, the fair value determination of investment in common stock and convertible preferred stock, and fair value determination of derivative liabilities. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements. ASC 820 provides a framework for measuring fair value and requires disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific asset or liability. The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows:
The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate. Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values. The Company’s financial instruments, including cash, deferred offering cost, note receivable, prepaid expenses, and accounts payable and accrued liabilities, are carried at historical cost. At March 31, 2026 and December 31, 2025, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At March 31, 2026 and December 31, 2025,the Company had $18,323 and $0 in cash and equivalents, respectively. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Convertible Notes | Convertible Notes The Company has entered into and, may enter into additional convertible notes, some of which may contain fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted, by the holder, into common shares at a fixed discount to the price of the common stock at the time of conversion. The Company measures the fair value of the notes at the time of issuance. The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Discount and Issuance Costs | Debt Discount and Issuance Costs For certain notes issued, the Company may provide the debt holder with an original issue discount (OID). Debt issuance costs paid to lenders, or third parties are recorded as debt discounts and amortized to interest expense over the life of the underlying debt instrument, in the Statements of Operations. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluated all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within twelve (12) months of the balance sheet date. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Research and Development | Research and Development The Company accounts for research and development costs in accordance with ASC subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $9,300 and $74,234 for the three months ended March 31, 2026, and 2025 respectively. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Advertising Costs | Advertising Costs Advertising and marketing costs are expensed as incurred. Advertising and marketing costs are included as a component of general and administrative expense in the statements of operations. Marketing and advertising costs primarily consisted of preparation of our go-to-market strategy, development of our consumer packaging and website design. The Company recognized $74,250 and $179,910 in marketing and advertising costs during the three months ended March 31, 2026 and 2025, respectively. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-Based Compensation | Stock-Based Compensation The Company accounts for employee and non-employee stock awards under ASC 718, Compensation – Stock Compensation, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to nonemployees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable. Equity grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basic and Diluted Income (Loss) per Share | Basic and Diluted Income (Loss) per Share Pursuant to ASC 260-10-45, basic income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the periods presented. Diluted income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible preferred stock, convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. The following represents a reconciliation of the numerators and denominators of the basic and diluted income (loss) per share computation for the three months ended March 31, 2026 and 2025:
At March 31, 2026 and 2025, respectively, the Company had the following common stock equivalents, which are potentially dilutive equity securities:
For purposes of the diluted net income (loss) per share calculation, warrants to purchase common stock and stock options are considered to be common stock equivalents, but have been excluded from the calculation of diluted net income (loss) per share, as their effect would be anti-dilutive for all periods presented. Therefore, basic and diluted net income (loss) per share applicable to common stockholders were the same for all periods presented. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Related Parties | Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Changes to accounting principles are established by the FASB in the form of Accounting Standards Updates (“ASU’s”) to the FASB’s Codification. We consider the applicability and impact of all ASU’s on our financial position, results of operations, stockholders’ deficit, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) through the date these financial statements were available to be issued and found the following recent accounting pronouncements issued, but not yet effective accounting pronouncements, are not expected to have a material impact on the financial statements of the Company. In November 2024, the FASB issued ASU 2024-03, ASC Subtopic “Disaggregation of Income Statement Expenses (ASC 220-40): Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures”. The amendments require additional disclosure of the nature of expenses included in the income statement. The amendments in this update are effective for public business entities for fiscal years, beginning after December 15, 2026. Early adoption is permitted. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements. We do not expect the adoption of this pronouncement will have a material effect on the Company’s financial statements. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Basic and Diluted Income (Loss) Per Share | The following represents a reconciliation of the numerators and denominators of the basic and diluted income (loss) per share computation for the three months ended March 31, 2026 and 2025:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Common Stock Equivalents, Which are Potentially Dilutive Equity Securities | At March 31, 2026 and 2025, respectively, the Company had the following common stock equivalents, which are potentially dilutive equity securities:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable and Convertible Notes Payable (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2026 | |||||||||||||||||||||||||||||||
| Notes Payable and Convertible Notes Payable [Abstract] | |||||||||||||||||||||||||||||||
| Schedule of Convertible Notes Payable | The Company had the following activity related to its convertible notes payable:
|
Derivative and Warrant liabilities (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Derivative and Warrant liabilities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Estimated Fair Values of the Liabilities Measured on a Recurring Basis | As of March 31, 2026, for the convertible notes, the estimated fair values of the liabilities measured on a recurring basis were based on the following Black Scholes inputs:
As of initial date and March 31, 2026, for the warrant, the estimated fair values of the liability measured on a recurring basis were based on the following Monte Carlo inputs:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Changes in Derivative Liabilities and Warrant Liabilities | The following table summarizes the changes in the derivative liabilities during the three months ended March 31, 2026 ( derivative liability during the three months ended March 31, 2025):
The following table summarizes the changes in the warrant liability during the three months ended March 31, 2026 (no derivative liability during the three months ended March 31, 2025):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warrants [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Activity of the Warrants | A summary of activity of the warrants during the three months ended March 31, 2026, is as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commitments and Contingencies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Monthly Payment | Beginning from the execution date of the CFO Agreement and continuing until the Company raises $750,000 in equity or debt financing (the “Accrual Period”), the Company is obligated to make the monthly payments described in the following table:
Beginning from the execution date of the Offer Letter and continuing until the Company raises $750,000 in equity or debt financing (the “Accrual Period”), the Company is obligated to make the monthly payments described in the following table:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||
| Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Due to Related Party | The Company had the following activity related to its due to related party:
|
|||||||||||||||||||||||||||||||||||||||||||||
Other Investment (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||
| Other Investment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
| Schedule of Fair Value on a Recurring Basis and the Fair Value Hierarchy | The investment in Exousia Bio, Inc. is remeasured at fair value on a recurring basis. The following table presents the fair value hierarchy as of February 27, 2026 (initial recognition date) and March 31, 2026:
|
||||||||||||||||||||||||||||||||||||||||||
Organization and Nature of Operations (Details) - USD ($) |
3 Months Ended | |||
|---|---|---|---|---|
Mar. 31, 2026 |
Mar. 31, 2025 |
Dec. 31, 2025 |
Dec. 31, 2024 |
|
| Organization and Nature of Operations [Abstract] | ||||
| Net income | $ 218,847 | $ (540,943) | ||
| Net cash used in operating activities | (152,659) | (89,562) | ||
| Accumulated deficit | (9,276,952) | $ (9,495,799) | ||
| Stockholders’ deficit | (4,028,695) | $ (2,752,716) | $ (4,388,206) | $ (2,378,145) |
| Working capital deficit | 5,037,861 | |||
| Cash on hand | $ 18,323 | |||
Summary of Significant Accounting Policies (Details) - USD ($) |
3 Months Ended | ||
|---|---|---|---|
Mar. 31, 2026 |
Mar. 31, 2025 |
Dec. 31, 2025 |
|
| Summary of Significant Accounting Policies [Line Items] | |||
| Cash and equivalents | $ 18,323 | $ 0 | |
| Research and development expenses | 9,300 | $ 74,234 | |
| Marketing and advertising costs | $ 74,250 | $ 179,910 | |
| Common Stock [Member] | |||
| Summary of Significant Accounting Policies [Line Items] | |||
| Number of convertible common stock (in Shares) | 100 | ||
| Convertible Preferred Stock [Member] | |||
| Summary of Significant Accounting Policies [Line Items] | |||
| Conversion of preferred stock (in Shares) | 7,000,000 | ||
Summary of Significant Accounting Policies - Schedule of Basic and Diluted Income (Loss) Per Share (Details) - USD ($) |
3 Months Ended | |
|---|---|---|
Mar. 31, 2026 |
Mar. 31, 2025 |
|
| Numerator: | ||
| Net income (loss) (in Dollars) | $ 218,847 | $ (540,943) |
| Interest on convertible debts (in Dollars) | 1,973 | |
| Net income (loss) - diluted (in Dollars) | $ 220,820 | $ (540,943) |
| Denominator: | ||
| Weighted average common shares outstanding | 163,591,383 | 161,182,240 |
| Effect of dilutive shares | ||
| Convertible notes | 1,000,000 | |
| Preferred stock | 700,000,000 | |
| Diluted | 864,591,383 | 161,182,240 |
| Net income per common share: | ||
| Basic - Net income (loss) (in Dollars per share) | $ 0 | $ 0 |
| Diluted - Net income (loss) (in Dollars per share) | $ 0 | $ 0 |
Summary of Significant Accounting Policies - Schedule of Common Stock Equivalents, Which are Potentially Dilutive Equity Securities (Details) - shares |
3 Months Ended | |||
|---|---|---|---|---|
Mar. 31, 2026 |
Mar. 31, 2025 |
|||
| Convertible Preferred Stock [Member] | ||||
| Schedule of Common Stock Equivalents, Which are Potentially Dilutive Equity Securities [Line Items] | ||||
| Potentially dilutive equity securities | [1] | 700,000,000 | 700,000,000 | |
| Convertible notes [Member] | ||||
| Schedule of Common Stock Equivalents, Which are Potentially Dilutive Equity Securities [Line Items] | ||||
| Potentially dilutive equity securities | 55,333,702 | 6,787,080 | ||
| Warrant [Member] | ||||
| Schedule of Common Stock Equivalents, Which are Potentially Dilutive Equity Securities [Line Items] | ||||
| Potentially dilutive equity securities | 9,312,610 | 5,145,943 | ||
| ||||
Notes Payable and Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) |
3 Months Ended | |
|---|---|---|
Mar. 31, 2026 |
Mar. 31, 2025 |
|
| Schedule of Convertible Notes Payable [Abstract] | ||
| Balance | $ 1,171,413 | |
| Guaranteed interest recorded to convertible note payable | 250,000 | |
| Original issue debt discount (“OID”) | (50,000) | |
| Warrant liability recognized at a discount | (126,000) | |
| Amortization of debt discount | 146,207 | |
| Balance | $ 1,391,620 | |
Derivative and Warrant liabilities (Details) |
3 Months Ended | 12 Months Ended | |
|---|---|---|---|
Feb. 05, 2026 |
Mar. 31, 2026
USD ($)
$ / shares
$ / item
|
Dec. 31, 2025 |
|
| Derivative Liabilities [Line Items] | |||
| Reverse stock split | 1 for 200 | ||
| Loss on derivative liability | |||
| Estimated fair value | $ 126,000 | ||
| Warrant [Member] | |||
| Derivative Liabilities [Line Items] | |||
| Reverse stock split | 1:100 | 1:200 | |
| Loss on derivative liability | $ 25,000 | ||
| Fair value remeasured | $ 151,000 | ||
| Convertible Notes [Member] | |||
| Derivative Liabilities [Line Items] | |||
| Reverse stock split | 1:100 | 1:200 | |
| Minimum [Member] | IPO [Member] | |||
| Derivative Liabilities [Line Items] | |||
| Price per share | $ / shares | $ 7 | ||
| Price per unit | $ / item | 7 | ||
| Maximum [Member] | IPO [Member] | |||
| Derivative Liabilities [Line Items] | |||
| Price per share | $ / shares | $ 9 | ||
| Price per unit | $ / item | 9 |
Derivative and Warrant liabilities - Schedule of Changes in Derivative Liabilities and Warrant Liabilities (Details) - Level 3 [Member] |
3 Months Ended |
|---|---|
|
Mar. 31, 2026
USD ($)
| |
| Schedule of Changes in Derivative Liabilities and Warrant Liabilities [Line Items] | |
| Balance | $ 535,459 |
| (Gain) on change in fair value of the derivative | (46,585) |
| Balance | 488,874 |
| Balance | |
| Addition of new derivatives recognized as debt discount - warrant | 126,000 |
| Loss on change in fair value of the derivative | 25,000 |
| Balance | $ 151,000 |
Warrants (Details) - Warrant [Member] - USD ($) |
Mar. 31, 2026 |
Feb. 28, 2026 |
|---|---|---|
| Warrants [Line Items] | ||
| Warrants issued | 4,166,667 | |
| Issuance exercise price per share | $ 0.06 | |
| Warrants expire | 5 years | |
| Intrinsic value of warrants | $ 0 |
Warrants - Schedule of Activity of the Warrants (Details) - Warrants [Member] - $ / shares |
3 Months Ended | 12 Months Ended |
|---|---|---|
Mar. 31, 2026 |
Dec. 31, 2025 |
|
| Schedule of Activity of the Warrants [Line Items] | ||
| Number of Warrants, Outstanding Ending | 5,145,943 | |
| Weighted Average Exercise Price, Outstanding Ending | $ 0.25 | |
| Weighted Average Remaining Life (Years), Outstanding Ending | 3 years 21 days | 2 years 10 months 6 days |
| Number of Warrants, Grant | 4,166,667 | |
| Weighted Average Exercise Price, Grant | $ 0.06 | |
| Weighted Average Remaining Life (Years), Grant | 5 years | |
| Number of Warrants, Exercised | ||
| Weighted Average Exercise Price, Exercised | ||
| Weighted Average Remaining Life (Years), Exercised | ||
| Number of Warrants, Cancelled | ||
| Weighted Average Exercise Price, Cancelled | ||
| Weighted Average Remaining Life (Years), Cancelled | ||
| Number of Warrants, Outstanding Ending | 9,312,610 | |
| Weighted Average Exercise Price, Outstanding Ending | $ 0.16 | |
| Number of Warrants, Exercisable | 9,312,610 | |
| Weighted Average Exercise Price, Exercisable | $ 0.16 | |
| Weighted Average Remaining Life (Years), Exercisable | 3 years 21 days |
Stockholders’ Equity (Details) - USD ($) |
3 Months Ended | |||||
|---|---|---|---|---|---|---|
Mar. 12, 2026 |
Mar. 31, 2026 |
Mar. 31, 2025 |
Dec. 31, 2025 |
Dec. 31, 2022 |
May 31, 2022 |
|
| Stockholders’ Equity [Line Items] | ||||||
| Common stock, shares authorized | 1,250,000,000 | 1,250,000,000 | ||||
| Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||||
| Vote per share | 1 | |||||
| Value of common stock for services (in Dollars) | $ 166,372 | |||||
| Common stock, shares issued | 167,166,897 | 162,569,807 | ||||
| Common stock, shares outstanding | 167,166,897 | 162,569,807 | ||||
| Preferred stock, shares authorized | 7,000,000 | 7,000,000 | ||||
| Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||||
| Percentage of anti-dilution provision rights | 65.00% | |||||
| Preferred stock, shares issued | 7,000,000 | 7,000,000 | ||||
| Preferred stock, shares outstanding | 7,000,000 | 7,000,000 | ||||
| Common Stock [Member] | ||||||
| Stockholders’ Equity [Line Items] | ||||||
| Shares issued for services | 4,597,090 | 1,057,000 | ||||
| Value of common stock for services (in Dollars) | $ 179,286 | $ 1,057 | ||||
| Preferred Stock [Member] | ||||||
| Stockholders’ Equity [Line Items] | ||||||
| Preferred stock, shares authorized | 7,000,000 | 7,000,000 | ||||
| Series A Convertible Preferred Stock [Member] | ||||||
| Stockholders’ Equity [Line Items] | ||||||
| Preferred stock, shares authorized | 7,000,000 | |||||
| Preferred stock, par value (in Dollars per share) | $ 0.001 | |||||
| Convertible preferred stock | 100 | |||||
| Voting rights | 100 | |||||
Commitments and Contingencies (Details) - USD ($) |
1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
|---|---|---|---|---|---|---|---|
Apr. 01, 2024 |
Nov. 15, 2023 |
Aug. 31, 2024 |
Mar. 31, 2026 |
Mar. 31, 2025 |
Dec. 31, 2024 |
Dec. 31, 2025 |
|
| Commitments and Contingencies [Line Items] | |||||||
| Accrued amount | $ 750,000 | ||||||
| Monthly payments | $ 5,000 | ||||||
| Gross sales revenues percentage | 10.00% | ||||||
| Common stock market value | $ 179,286 | ||||||
| Revenue derived term | 10 years | ||||||
| Research and development expenses | 9,300 | $ 74,234 | |||||
| Dr. Marvis S. Hausman [Member] | |||||||
| Commitments and Contingencies [Line Items] | |||||||
| Monthly payments | $ 245,712 | ||||||
| Issuance of common stock shares (in Shares) | 750,000 | ||||||
| Common stock market value | $ 100,800 | ||||||
| Dr. Marvin Hausman [Member] | |||||||
| Commitments and Contingencies [Line Items] | |||||||
| Royalty percentage | 5.00% | ||||||
| Nova Mentis Life Sciences Corp. [Member] | |||||||
| Commitments and Contingencies [Line Items] | |||||||
| Research and development expenses | $ 100,800 | ||||||
| CFO Agreement [Member] | |||||||
| Commitments and Contingencies [Line Items] | |||||||
| Monthly payments to agreement | $ 8,750 | ||||||
| Funds raises | 750,000 | ||||||
| Accrued amount | 750,000 | ||||||
| Accrued fees payable | 77,802 | $ 98,058 | |||||
| Aggregate commitment amount | 8,750 | ||||||
| Chief Science Officer Agreement [Member] | Hausman [Member] | |||||||
| Commitments and Contingencies [Line Items] | |||||||
| Monthly payments | $ 8,750 | ||||||
| Employment Agreement [Member] | |||||||
| Commitments and Contingencies [Line Items] | |||||||
| Funds raises | 750,000 | ||||||
| Accrued fees payable | 219,500 | $ 205,000 | |||||
| Aggregate commitment amount | $ 8,750 | ||||||
Commitments and Contingencies - Schedule of Monthly Payment (Details) |
3 Months Ended |
|---|---|
|
Mar. 31, 2026
USD ($)
| |
| CFO Agreement [Member] | $0 – $250,000 [Member] | |
| Schedule of Monthly Payment [Line Items] | |
| Paid Monthly | $ 3,750 |
| Accrued Monthly | 5,000 |
| CFO Agreement [Member] | $250,000 – $750,000 [Member] | |
| Schedule of Monthly Payment [Line Items] | |
| Paid Monthly | 5,000 |
| Accrued Monthly | 3,750 |
| Employment Agreement [Member] | $0 – $250,000 [Member] | |
| Schedule of Monthly Payment [Line Items] | |
| Paid Monthly | 3,750 |
| Accrued Monthly | 5,000 |
| Employment Agreement [Member] | $250,000 – $750,000 [Member] | |
| Schedule of Monthly Payment [Line Items] | |
| Paid Monthly | 5,000 |
| Accrued Monthly | $ 3,750 |
Related Party Transactions (Details) - USD ($) |
3 Months Ended | 12 Months Ended | |||||
|---|---|---|---|---|---|---|---|
Mar. 12, 2026 |
Feb. 06, 2026 |
Nov. 30, 2025 |
Mar. 31, 2026 |
Mar. 31, 2025 |
Dec. 31, 2025 |
Mar. 10, 2025 |
|
| Related Party Transactions [Line Items] | |||||||
| Operating expenses | $ 564,979 | $ 524,921 | |||||
| Repaid of related party | 17,883 | ||||||
| Common stock, valued | 167,165 | $ 162,568 | |||||
| Thornhill Advisory Group [Member] | |||||||
| Related Party Transactions [Line Items] | |||||||
| Principal amount | $ 9,018 | ||||||
| Accrued interest | 21 | ||||||
| Related Party [Member] | |||||||
| Related Party Transactions [Line Items] | |||||||
| Interest expense related party | 809 | 170 | |||||
| Mr. Todd [Member] | |||||||
| Related Party Transactions [Line Items] | |||||||
| Operating expenses | 0 | 15,247 | |||||
| Repaid of related party | |||||||
| Settlement of accrued salary | $ 275,147 | ||||||
| Accrued salary | 160,000 | ||||||
| Accounts payable | 25,170 | ||||||
| Additional settlement | 53,065 | ||||||
| Outstanding of notes payable | $ 36,912 | ||||||
| Interest outstanding balance | 8.00% | ||||||
| Note payable | $ 36,912 | ||||||
| Restricted shares issued (in Shares) | 4,597,090 | ||||||
| Common stock, valued | $ 179,286 | ||||||
| Resolution of deferred compensation | 232,251 | ||||||
| Account payable and accrued liabilities | $ 238,235 | ||||||
| Promissory Notes [Member] | |||||||
| Related Party Transactions [Line Items] | |||||||
| Interest rate | 1.00% | 8.00% | |||||
| Note payable | $ 1,370,009 | ||||||
| Promissory Notes [Member] | Charles Todd [Member] | |||||||
| Related Party Transactions [Line Items] | |||||||
| Principal amount | $ 36,912 | ||||||
| Maturity date | Sep. 30, 2025 | ||||||
| Promissory Notes [Member] | Thornhill Advisory Group [Member] | |||||||
| Related Party Transactions [Line Items] | |||||||
| Principal amount | 8,865 | $ 9,018 | $ 8,865 | ||||
| Maturity date | Jan. 30, 2026 | Jan. 30, 2026 | |||||
| Interest rate | 8.00% | ||||||
| Accrued interest | $ 95 | ||||||
| CFO Agreement [Member] | Thornhill Advisory Group [Member] | |||||||
| Related Party Transactions [Line Items] | |||||||
| Repaid of related party | $ 11,750 | $ 5,000 | |||||
Related Party Transactions - Schedule of Due to Related Party (Details) - Related Party [Member] - USD ($) |
Mar. 31, 2026 |
Dec. 31, 2025 |
|---|---|---|
| Schedule of Due to Related Party [Line Items] | ||
| Due to related party | $ 36,912 | $ 54,795 |
| Note payable (1% interest) [Member] | ||
| Schedule of Due to Related Party [Line Items] | ||
| Note payable | 9,018 | |
| Note payable (8% interest) [Member] | ||
| Schedule of Due to Related Party [Line Items] | ||
| Note payable | $ 36,912 | $ 45,777 |
Related Party Transactions - Schedule of Due to Related Party (Parentheticals) (Details) - Related Party [Member] |
Mar. 31, 2026 |
Dec. 31, 2025 |
|---|---|---|
| Note payable (1% interest) [Member] | ||
| Schedule of Due to Related Party [Line Items] | ||
| Interest rate | 1.00% | 1.00% |
| Note payable (8% interest) [Member] | ||
| Schedule of Due to Related Party [Line Items] | ||
| Interest rate | 8.00% | 8.00% |
Other Investment (Details) - USD ($) |
3 Months Ended | |||
|---|---|---|---|---|
Feb. 27, 2026 |
Mar. 31, 2026 |
Mar. 31, 2025 |
Dec. 31, 2025 |
|
| Equity Investments [Line Items] | ||||
| Fair value shares | 2,500,000 | |||
| Marketable securities (in Dollars) | $ 175,000 | |||
| Sale capped a day | 20,000 | |||
| Sale capped in a month | 100,000 | |||
| Unrealized gain on other investment (in Dollars) | $ 175,000 | |||
| Marijuana, Inc. [Member] | ||||
| Equity Investments [Line Items] | ||||
| Convertible preferred stock | 47,000,000 | |||
| LAMY [Member] | ||||
| Equity Investments [Line Items] | ||||
| Number of convertible common stock | 2,500,000 | |||
| Series B Preferred Stock [Member] | ||||
| Equity Investments [Line Items] | ||||
| Convertible preferred stock | 10,000 | |||
| Investments held (in Dollars) | $ 0 | |||
| Series B Convertible Preferred Stock [Member] | ||||
| Equity Investments [Line Items] | ||||
| Convertible preferred stock | 10,000 | |||
| Equity investment (in Dollars) | $ 825,000 | |||
Other Investment - Schedule of Fair Value on a Recurring Basis and the Fair Value Hierarchy (Details) - USD ($) |
Mar. 31, 2026 |
Feb. 27, 2026 |
|---|---|---|
| Schedule of Fair Value on a Recurring Basis and the Fair Value Hierarchy [Line Items] | ||
| Investment in Exousia Bio, Inc. | $ 175,000 | $ 825,000 |
| Fair Value [Member] | ||
| Schedule of Fair Value on a Recurring Basis and the Fair Value Hierarchy [Line Items] | ||
| Investment in Exousia Bio, Inc. | $ 1,000,000 |
Segment Report (Details) |
3 Months Ended |
|---|---|
|
Mar. 31, 2026
Segment
| |
| Segment Report [Abstract] | |
| Segment Reporting, CODM, Individual Title and Position or Group Name [Extensible Enumeration] | Chief Executive Officer |
| Reportable segment | 1 |
| Number of operating segment | 1 |
| Approach of CODM to allocate resources | The CEO assesses performance and decides how to allocate resources primarily based on consolidated net income, which is reported on our Consolidated Statements of Operations. |
Subsequent Events (Details) - Subsequent Event [Member] |
May 13, 2026
USD ($)
$ / shares
shares
|
May 01, 2026
USD ($)
$ / item
|
|---|---|---|
| Subsequent Events [Line Items] | ||
| Minimum guarantees of sales | 75,000 | |
| Initiation fee | $ 25,000 | |
| Price per test (in Dollars per Item) | $ / item | 20 | |
| Number of business days | 20 | |
| Subsequent financing | $ 2,000,000 | |
| Common Stock [Member] | ||
| Subsequent Events [Line Items] | ||
| (in Shares) | shares | 802,083 | |
| Warrant [Member] | ||
| Subsequent Events [Line Items] | ||
| Exercise price of warrants (in Dollars per share) | $ / shares | $ 0.06 | |
| Percentage of default interest accrues | 15.00% | |
| Convertible Promissory Note [Member] | ||
| Subsequent Events [Line Items] | ||
| Principal amount | $ 48,125 | |
| Promissory Notes [Member] | ||
| Subsequent Events [Line Items] | ||
| Fund received | $ 35,000 |
[M+HN3"L3AEX=MF<"G]WR8@64 -H0LYP>-S.R*%$_>9B18KE.R$'@L
M@@)A'V7Z@^>_I$434#WP+_@#"3#IJ(^E".ML%6US7V_%(+Q,%\PE4YYXRQ_T
MD@OVC@1HFT4HL'I?\L[TC?&2FQW]+G/JB$+JB#V>5Q=1+29E&$C4]4B7G05,
M*X#7LB2?E*0"4"SP7 RS02P)Y^K]6SB:73P+8(S5Y7&^0H&LH=,CI]Y0C<@+/+1J".
M"&P/.EIO4&*:U.D>I4^*L'Z.@-4K);<-Y(4,-.R0'[X4(R_,FX2+I*]U70B&/[!:K^"\$"90!SFAI_E HZ21]7KH_M-;S:U/O;S
M_+788'V8@4VEZTUMT-D>'Q2A\CGC.HWX,6:C8G$\F 7WCI7+3%^JKJ]R!^0W
M#XJM5#%?46P+S*G/GN&"D27@!3I:$;'9PA;E7:W16'W59. P+_!>%^(V8.YR
M$->N&'';O0=KY]^\T'#4 FZD_;WQV.:+(+-3.P
1
MOM03KK55S3"_$%JJ:#4]X/,J+=\*0HZ[BH&4U\'>/:BQ,!N(YGBV*Y/- AVY
ME,-V[;RY=S7B*30F"X<](;#>KT)@?+*$ZR5U@%STA:F)6BM'B[+#D7+\9CI4
M!5B<@]N0,EYS813DZD#7.FO-'3I8]7=3H/4P%4%K==8ITBLA'S\7@5\\&NZ#
MA76H8\/F?0