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DEFERRED OFFERING COSTS
12 Months Ended
Dec. 31, 2025
Deferred Offering Costs  
DEFERRED OFFERING COSTS

NOTE 4 – DEFERRED OFFERING COSTS

 

Agreement with Helena Global Investment Opportunities

 

On November 12, 2024, the Company entered into an agreement with Helena Global Investment Opportunities I LTD (“Helena”) pursuant to which the Company will have the right to issue and sell to Helena, from time to time, and Helena shall purchase from the Company, up to $30,000 of the Company’s shares of common stock (the “Equity Line of Credit”). The Equity Line of Credit became available to the Company after the Company filed a registration statement on Form S-1 registering the shares issuable under the Equity Line of Credit and such registration statement became effective. In exchange for the Equity Line of Credit, the Company is obligated to issue Helena a certain number of shares of common stock, calculated using $900 divided by the lowest one-day VWAP during the five trading days prior to entry into the agreement. As a result, the Company issued Helena 670,641 shares of its common stock valued at $1,377 on the date of issuance. The Company accounted for the value of the shares issued as deferred offering costs. The shares vested on the date of the agreement, were issued to Helena, and were subject to a “true up” based upon the value of the stock after the company filed and obtained effectiveness of the registration statement registering the ELOC shares for resale. At December 31, 2024, the balance of the deferred offering costs was $1,377.

 

On April 24, 2025, the Company issued another 384,459 shares of its common stock to Helena. The fair value of the shares on the date of grant was $328. The Company recorded the fair value of the shares as deferred offering costs as of the same date. During the year ended December 31, 2025, the Company amortized $614 of these costs as shares were issued under the agreement. As of December 31, 2025, the balance of the deferred offering costs was $1,091.