Quarterly report [Sections 13 or 15(d)]

Stockholder???s Equity

v3.26.1
Stockholder’s Equity
 3 Months Ended
Mar. 31, 2026
Equity [Abstract]  
Stockholder’s Equity

Note 12. Stockholder’s Equity

 

Authorized Capital Stock

 

The Company has authorized 5,000,000 shares of preferred stock with a par value of $0.0001.

 

The Company has authorized 210,000,000 shares of common stock with a par value of $0.0001, consisting of 200,000,000 shares of Class A Common Stock and 10,000,000 shares of Class B Common Stock. The Class B Common Stock is entitled to 10 votes for every 1 vote of the Class A Common Stock.

 

Series A Convertible Preferred Stock

 

The Company had no shares of Series A Convertible preferred stock issued and outstanding as of March 31, 2026 and December 31, 2025.

 

Class A Common Stock

 

The Company had 66,419,851 and 65,324,055 shares of Class A common stock issued and outstanding as of March 31, 2026 and December 31, 2025, respectively.

 

Fiscal year 2026

 

For the three months ended March 31, 2026, the Company issued 1,095,796 shares of Class A common via cash and cashless exercise of warrants, for proceeds of approximately $1.7 million.

 

Class B Common Stock

 

The Company had 100,000 shares of Class B common stock issued and outstanding as of March 31, 2026 and December 31, 2025.

 

Warrants

 

There were no warrants issued during the three months ended March 31, 2026.

 

 

A summary of activity of the warrants during the three months ended March 31, 2026 as follows:

 

    Number of     Weighted average     Average  
    shares     Exercise Price     Life (years)  
Outstanding, December 31, 2025     5,380,661     $ 2.20       4.52  
Exercised     (1,399,534 )     2.10       -  
Outstanding, March 31, 2026     3,981,127     $ 2.23       4.38  
                         
Exercisable, March 31, 2026     3,981,127     $ 2.23       4.38  

 

The intrinsic value of the warrants as of March 31, 2026 is approximately $1.9 million.

 

Stock Options

 

During the three months ended March 31, 2026, the Company did not grant any options. During the three months ended March 31, 2026 and 2025, the Company recognized stock option expense of $80,078 and $136,452, respectively, and as of March 31, 2026, $566,247 remains unamortized. The intrinsic value of the 316,419 options outstanding as of March 31, 2026, is $6,000.

 

A summary of activity of the stock options during the three months ended March 31, 2026, is as follows:

 

    Options Outstanding     Weighted Average  
    Number of     Weighted Average     Remaining life  
    Options     Exercise Price     (years)  
                   
Outstanding, December 31, 2025     329,752     $ 4.33       4.01  
Granted     -       -       -  
Exercised     -       -       -  
Forfeited/canceled     (13,333 )     -       -  
Outstanding, March 31, 2026     316,419     $ 4.35       3.79  
                         
Exercisable options, March 31, 2026     129,976     $ 5.06       3.43  

 

Restricted Stock Unit (RSU)

 

During the three months ended March 31, 2026, the Company granted 3,922 RSUs of which 1,961 vested on March 31, 2026 and 1,961 is expected to vest on June 30, 2026. During the three months ended March 31, 2026 and 2025, the Company recognized stock compensation expense of $135,049 and $75,677 related to unvested RSUs. Stock compensation expense is expected to be recognized ratably over the remaining service period of 1.71 years. These RSUs are not included in shares outstanding.

 

A summary of activity of the RSUs during the three months ended March 31, 2026, is as follows:

 

    RSUs Outstanding  
    Number of     Weighted Average  
    RSUs     Fair value  
Outstanding, December 31, 2025 (as previously reported)     326,425     $ 2.09  
Prior period adjustment     33,880       2.09  
Granted     3,922       2.55  
Vested     (27,801 )     1.70  
Forfeited/canceled     (21,900 )     1.84  
Outstanding, March 31, 2026     314,526     $ 2.29  

 

During the three months ended March 31, 2026, the Company identified and recorded a prior period adjustment of 33,880 RSUs.

 

Stock Award

 

During the three months ended March 31, 2026 and 2025, the Company recorded stock compensation expense of $42,500 and $39,166 for 23,269 and 15,359 shares restricted as part of an annual total stock award to be issued of $170,000 worth of shares of Class A Common Stock to board member, respectively. Stock shall vest every quarterly period end.