SHAREHOLDERS’ EQUITY

12 Months Ended

Dec. 31, 2025

Equity [Abstract]

SHAREHOLDERS’ EQUITY

NOTE 5 – SHAREHOLDERS’ EQUITY

Common Stock

Authorized Shares

The Company’s Certificate of Incorporation, as filed with the State of Delaware on May 10, 2023, following the Company’s conversion from a California corporation into a Delaware corporation, authorizes the Company to issue up to 120,000,000 shares, consisting of 100,000,000 shares of common stock, par value of $0.001 per share, and 20,000,000 shares of preferred stock, par value $0.001 per share. Holders of shares of common stock have full voting rights, one vote for each share held of record. Shareholders are entitled to receive dividends as may be declared by the board of directors out of funds legally available and share pro rata in any distributions with shareholders upon liquidation. Shareholders have no conversion, pre-emptive or subscription rights. All outstanding shares of common stock are fully paid and non-assessable. As of December 31, 2025 and 2024, there were 20,821,353 and 13,736,597 shares of common stock issued and outstanding, respectively, and no shares of preferred stock outstanding, respectively.

Common Stock Issued for Cash Upon Closing of the Company’s IPO

On September 17, 2024, the Company completed the IPO of its common stock in which the Company issued and sold 1,550,000 shares of its common stock at a public offering price of $4.00 per share. The total gross proceeds of the IPO were $6,200 and the Company raised $5,524 in net proceeds after deducting underwriting discounts and commissions and offering expenses payable by the Company, excluding deferred offering costs of $872. The underwriters were granted a 45-day option to purchase up to an additional 232,500 shares of common stock from the Company. No additional shares were sold under the 45-day option.

On September 17, 2024, pursuant to the underwriting agreement, the Company issued common stock purchase warrants to the underwriters to purchase up to 108,500 shares of the Company’s common stock, at an exercise price of $4.80 per share, subject to adjustments. The warrants will be exercisable during the period commencing on March 16, 2025 and ending on September 17, 2029, and may be exercised on a cashless basis under certain circumstances.

Common Stock Issued Upon Conversion of Convertible Notes Payable and Accrued Interest

During the year ended December 31, 2022, the Company entered into several convertible note payable agreements with certain investors totaling $675, with adjustments increasing the principal balance to $792 as of September 17, 2024, the date of the Company’s IPO. Upon closing of the Company’s IPO, the principal amount of $792, plus the accrued and unpaid interest of $92, totaling $884, automatically converted into 368,371 shares of the Company’s common stock based on the principal and accrued interest due as of September 17, 2024.

Common Stock Issued Upon Conversion of Accounts Payable

During the year ended December 31, 2024, the Company entered into an agreement with Cedars-Sinai Medical Center (“Cedars”) under which Cedars agreed to convert $750 of the total accounts payable due to them into 312,500 shares of the Company’s common stock, with such conversion to occur upon the closing of the Company’s IPO. The conversion price of the shares was equal to 60% of the per share IPO price, or $2.40 per share. Upon the closing of the IPO, the shares were issued to Cedars and the debt was forgiven. The fair value of the shares was $1,250. The Company recorded the difference between the fair value of the shares and the debt forgiven as a financing cost of $500, which was recorded during the year ended December 31, 2024.

Also, during the year ended December 31, 2024, the Company entered into another agreement with Cedars under which Cedars agreed to convert $200 of the total accounts payable due to them into 150,830 shares of the Company’s common stock. The conversion price of the shares was equal to 60% of the closing price of the Company’s common stock on the date of the agreement, or $1.33 per share. The fair value of the shares was $333. The Company recorded the difference between the fair value of the shares and the debt forgiven as a financing cost of $133, which was recorded during the year ended December 31, 2024.

During the year ended December 31, 2024, the Company entered into an agreement with its Chief Financial Officer (“CFO”), under which he agreed to convert $172 of the total accounts payable due to him into 51,610 shares of the Company’s common stock with such conversion to occur upon the closing of the Company’s IPO. The conversion price of the shares was equal to 83% of the IPO price. Upon the closing of the IPO, the shares were issued to the CFO. The fair value of the shares was $206. The Company recorded the difference between the fair value of the shares and the accounts payable forgiven as a financing cost of $34, which was recorded during the year ended December 31, 2024. No amounts were owed to the CFO as of December 31, 2024.

In summary, during the year ended December 31, 2024, the company issued 514,940 shares of its common stock with a fair value of $1,789 relating to the conversion of its account payable.

Common Stock Issued Upon Conversion of Amounts Due to Related Parties

During the year ended December 31, 2021, shareholders of the Company, and a company whose principal stockholder is also a stockholder of the Company, advanced the Company $14. As of September 17, 2024, the date of the closing of the Company’s IPO, a total of $4 was outstanding.

During the year ended December 31, 2024, the officers agreed to automatically convert the principal into shares of the Company’s common stock upon the closing of the IPO transaction. Upon the closing of the IPO, all of the principal automatically converted into 1,664 shares of the Company’s common stock based on the conversion price of $2.40, which was 60% of the IPO closing price of $4. As the officers received 666 additional shares based on the 40% discounted price, the fair value of those shares, $3, was recorded as a financing cost during the year ended December 31, 2024. As of December 31, 2024, no principal or interest was due on the advances.

Common Stock Issued for Advances to Vendors

On October 1, 2024, the Company entered into a consulting agreement (the “Consulting Agreement”) with Cross Current Capital LLC, a limited liability company organized under the laws of Puerto Rico (“Cross Current”), and Alan Masley (the “Advisor”), pursuant to which Cross Current agreed to provide certain financial and business consulting services to the Company. For the services rendered thereunder, the Company agreed to issue to the Advisor $500 of restricted shares of the Company’s common stock under the Company’s 2023 Plan, which was calculated at 367,647 shares (the “Shares”) as of the date of the agreement. The Shares were subsequently issued to Cross Current in 2025. The value of the shares issued of $500 are included in Vendor Advances on the accompanying Balance Sheet as of December 31, 2025 and 2024 (see Note 3).

The Shares were subject to a “true up” on April 1, 2025, at which time additional shares were either issuable to the Advisor or to be returned by the Advisor to the Company in order to ensure the shares were valued at $500 as of April 1, 2025. Accordingly, on April 1, 2025, the Company issued an additional 166,541 shares of its common stock to the Advisor to bring the value to $500. The fair value of the additional shares on the date of grant was $157. The Company recorded the fair value of the shares as a Vendor Advance as of the same date (see Note 3).

Common Stock Issued for Cash Upon Closing of the Company’s Private Financing

On January 14, 2025, the Company entered into a securities purchase agreement (“SPA”) and registration rights agreement with an investor for the sale and issuance of 2,500,000 units (the “Pre-Funded Units”), with each Pre-Funded Unit consisting of a pre-funded warrant to purchase one share of common stock, exercisable for $0.001 per share, and a common warrant to purchase one and one half shares of common stock (an aggregate of 3,750,000), exercisable at $1.399 per share. On January 16, 2025, the Company closed on the sale of the Pre-Funded Units for a total purchase price of $3,500 (or $1.40 per Pre-Funded Unit). Net proceeds received by the Company relating to the financing, and subsequent exercise of prefunded warrants was $3,058.

The pre-funded warrants have an exercise price of $0.001 per share and are immediately exercisable and will expire when exercised in full. The common warrants have an exercise price of $1.40 per share, will be exercisable six months from issuance and will expire five and a half years from the issuance date. During the year ended December 31, 2025, the investor exercised 2,500,000 shares of the pre-funded warrants and as of December 31, 2025, there were no pre-funded shares remaining unexercised.

Common Stock Issued for Cash Upon Exercise of the Company’s Equity Line of Credit (ELOC)

During the year ended December 31, 2025, in connection with its ELOC agreement with Helena, the Company sold 3,510,000 shares of its common stock to Helena for net proceeds of $2,988, which includes the allocation of deferred offering costs of $614. The shares were issued to Helena during the year ended December 31, 2025.

Adoption of the 2023 Equity Incentive Plan

In July 2023, the Company’s board of directors and stockholders adopted the 2023 Equity Incentive Plan (the “2023 Plan”). Under the 2023 Plan, the Company may grant incentive stock options to employees, including employees of any parent or subsidiary, and nonstatutory stock options, stock appreciation rights, restricted stock awards, RSU awards, performance awards and other forms of stock compensation to employees, directors and consultants, including employees and consultants of the Company’s affiliates. As approved, a total of 1,650,000 shares of common stock were initially reserved for issuance under the 2023 Plan. As of December 31, 2025, and 2024, a total of 877,395 shares and 1,478,000 remained available for issuance under the 2023 Plan, respectively.

Grant of Restricted Stock Units (RSUs)

The following table summarizes restricted common stock activity during the years ended December 31, 2024 and 2025:

	Number of Restricted Shares			Fair Value			Weighted Average Grant Date Fair Value
Unvested, December 31, 2023		—		$	—		$	—
Granted		240,341			532			2.21
Vested		(68,341	)		(218	)		3.19
Forfeited		—			—			—
Unvested, December 31, 2024		172,000			314			1.83
Granted		745,312			981			1.32
Vested		(144,707	)		(482	)		3.33
Forfeited		—			—			—
Unvested, December 31, 2025		772,605		$	813		$	1.05

On October 8, 2025, the Company’s Compensation Committee of the board of directors approved the grant of an aggregate total of 667,940 RSUs to the Company’s executive officers and directors for their services to be performed from October 2025 to October 2026. The RSUs were granted under the Company’s 2023 Equity Incentive Plan and were valued at $875 on the date of grant. Additionally, the Company’s independent directors received an aggregate total of 57,252 RSUs, with a value of $75 on the date of grant. Each RSU represents the right to receive one share of the Company’s common stock upon vesting. The RSUs will vest in full on October 8, 2026, the first anniversary following the grant date, subject to the recipient’s continuous service with the Company through such vesting date. Notwithstanding the foregoing vesting schedule, in the event of a change in control of the Company (as defined in the Plan) occurring prior to the vesting date, all unvested RSUs will become fully vested immediately upon the occurrence of such change in control.

On September 23, 2024, the Company entered into a strategic advisory agreement with Belair Capital Advisors Inc. (“Belair”). During the one-year term of the agreement, in exchange for its services, the Company issued Belair 50,000 RSUs, which vest nine months from the date of issuance. The fair value of the shares on the date of grant was $100, which value will be amortized over the one-year service period of the agreement. None of these shares vested or were issued during the year ended December 31, 2024. During the years ended December 31, 2025, the 50,000 RSUs vested and the shares were issued to Belair. As of December 31, 2025, no RSUs remained unvested.

Upon the closing of the Company’s IPO, the Company entered into agreements with each of its four officers. Such agreements provided for annual grants of RSUs in accordance with the terms of the Company’s 2023 Equity Incentive Plan. The RSUs vest over one- or two-year periods and are subject to full acceleration of vesting upon the sale of the Company. Upon the closing of the Company’s IPO in September 2024, the Company granted the officers 92,000 RSUs. The fair value of the shares on the date of grant was $226. None of these RSUs vested during the year ended December 31, 2024. During the years ended December 31, 2025, a total of 78,000 RSUs vested, and the shares were issued to the officers. As of December 31, 2025, 14,000 RSUs remained unvested.

Upon the closing of the Company’s IPO, the Company entered into agreements with each of its three independent directors. The Company’s policy provides that, upon initial election or appointment to its board of directors, each new non-employee director will be granted a one-time grant, or Director Initial Grant, that will vest in substantially equal annual installments over a period of three years. The Director Initial Grant is subject to full acceleration of vesting upon the sale of the Company, in accordance with the terms of the Company’s 2023 Plan. In 2024, a total of 30,000 RSUs were granted to the directors. The fair value of the RSUs on the date of grant was $43. None of the RSUs vested during the year ended December 31, 2024. During the years ended December 31, 2025, an additional 20,120 RSUs were granted to the Company’s new director with a fair value of $31. During the year ended December 31, 2025, a total of 16,707 shares vested, and 33,413 RSUs remained unvested.

During the years ended December 31, 2025, the Company recorded $482 of stock compensation-related expense for the fair value vesting of restricted common stock. As of December 31, 2025, $813 of unamortized compensation remained.

Stock Warrants

The table below summarizes the Company’s warrant activities for years ended December 31, 2024 and 2025:

	Number of Warrant Shares			Exercise Price Range Per Share		Weighted Average Exercise Price
Balance, December 31, 2023		150,000		$	4.17	$	4.17
Granted		128,188			2.40 – 4.80		4.43
Cancelled		—			—		—
Exercised		—			—		—
Forfeited/Expired		—			—		—
Balance, December 31, 2024		278,188			2.40 - 4.80		4.29
Granted		6,670,700			0.001 – 1.40		0.87
Cancelled		—			—		—
Exercised		(2,517,850	)		0.001 – 0.46		0.004
Forfeited/Expired		(150,000	)		4.17		4.17
Balance, December 31, 2025		4,281,038		$	0.40 – 4.80	$	1.48
Vested and exercisable, December 31, 2025		4,281,038		$	0.40 – 4.80	$	1.48

The following table summarizes information concerning outstanding and exercisable warrants as of December 31, 2025:

		Warrants Outstanding						Warrants Exercisable
Range of Exercise Prices		Number Outstanding		Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Average Remaining Contractual Life (in years)		Weighted Average Exercise Price
$	0.40 - 0.46		17,850		4.42	$	0.46		17,850		4.42	$	0.46
	1.23 - 2.40		4,154,688		4.02		1.40		4,154,688		4.02		1.40
	4.80		108,500		3.75		4.80		108,500		3.75		4.80
$	0.40 - 4.80		4,281,038		4.01	$	1.48		4,281,038		4.01	$	1.48

Warrant Grants

On January 14, 2025, as amended on January 16, 2025, the Company entered into a securities purchase agreement (“SPA”) and registration rights agreement with a select investor. In connection with the agreement, on January 16, 2025, the Company issued the investor a pre-funded warrant to purchase up to 2,500,000 shares of the Company’s common stock at an exercise price of $0.001 per share. The warrant is immediately exercisable and will expire when exercised in full. During the years ended December 31, 2025, the SPA investor exercised 2,500,000 shares of the pre-funded warrant, and as of December 31, 2025, there were no shares remaining unexercised. The investor also received a warrant to purchase up to 3,750,000 shares of the Company’s common stock at an exercise price of $1.40 per share. The warrant will be exercisable six months from the date of issuance (July 2025) and will expire five years from the issuance date. All the warrant shares were exercisable as of December 31, 2025.

On January 16, 2025, the Company issued a warrant to purchase common stock to the underwriters of the SPA for the purchase of 175,000 shares of the Company’s common stock at an exercise price of $1.40 per share. The warrant vested upon grant. The warrant was issued to the underwriters as they were the placement agents for the SPA noted above. The warrant expires five years from the date of grant.

In May and June 2025, the Company issued warrants to purchase common stock to the underwriters of the SPA for the purchase of 35,700 shares of the Company’s common stock at exercise prices of $0.40 and $0.46 per share. The warrants vested upon grant. The warrants were issued to the underwriters as they were the placement agents for the SPA noted above. The warrants expire five years from the date of grant. During the year ended December 31, 2025, a total of 17,850 shares were exercised under a cashless exercise, leaving 17,850 shares outstanding and exercisable. A total of 11,402 shares of the Company’s common stock were issued pursuant to cashless exercise.

In July 2025, the Company issued warrants to purchase common stock to the underwriters of the SPA for the purchase of 210,000 shares of the Company’s common stock at an exercise price of $1.23 per share. The warrants vested upon grant. The warrants were issued to the underwriters as they acted as placement agents for the SPA noted above. The warrants expire five years from the date of grant.

On September 17, 2024, upon the closing of the IPO, the Company issued stock warrants to the participating underwriters for the purchase of up to 108,500 shares of the Company’s common stock, at an exercise price of $4.80 per share, subject to adjustment. The warrants will be exercisable during the period commencing on March 16, 2025, and ending on September 16, 2029, and may be exercised on a cashless basis under certain circumstances.

On September 17, 2024, upon the closing of the IPO, the Company issued a stock warrant to the underwriters for the purchase of 19,688 shares of common stock at an exercise price of $2.40 per share. The warrant vested upon grant. The warrant was issued to the underwriters as they were the placement agents for the convertible notes payable (see Note 5). The Company valued the warrant using a Black-Scholes pricing model with the following weighted average assumptions: fair value of the Company’s stock price of $2.46 per share, the expected term of 2.5 years, volatility of 100%, dividend rate of 0%, and risk-free interest rate of 3.49%. The fair value of the warrant of $29 was recorded to General and Administrative expense during the year ended December 31, 2024. The warrant expires five years from the date of grant.

The intrinsic value for warrant shares outstanding as of December 31, 2025 was $4.