Quarterly report [Sections 13 or 15(d)]

Stockholders’ Equity

v3.26.1
Stockholders’ Equity
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Stockholders’ Equity

Note 12. Stockholders’ 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 June 30, 2026 and December 31, 2025.

 

Class A Common Stock

 

The Company had 101,106,203 and 65,324,055 shares of Class A common stock issued and outstanding as of June 30, 2026 and December 31, 2025, respectively.

 

Fiscal year 2026

 

For the six months ended June 30, 2026, the Company issued 2,560,559 shares of Class A common via cash and cashless exercise of warrants, for proceeds of approximately $1.8 million.

 

On April 21, 2026, the Company completed a registered direct offering of 11,228,700 shares of Class A common stock and 2,225,000 pre-funded warrants, for net proceeds of $53,916,703. The Company issued 2,224,933 shares of Class A common stock via cashless exercise of pre-funded warrants.

 

On May 27, 2026, the Company completed a registered direct offering of 16,485,038 shares of Class A common stock and 3,200,001 pre-funded warrants, for net proceeds of $92,298,479. The Company issued 3,200,001 shares of Class A common stock via exercise of pre-funded warrants.

 

For the six months ended June 30, 2026, the Company issued 82,917 shares of Class A common for the vested RSU.

 

Class B Common Stock

 

The Company had 100,000 shares of Class B common stock issued and outstanding as of June 30, 2026 and December 31, 2025.

 

Warrants

 

April 2026 offering

 

The Company issued 2,225,000 pre-funded warrants and 961,540 placement-agent warrants, exercisable for a period of five years, at exercise prices per share of $0.0001 and $5.4375, respectively, in connection with the common stock sold. The Company recognized the value of the 961,540 underwriter warrants of $4,947,441 as direct incremental costs of the offering, recorded as a reduction of additional paid-in capital. The pre-funded warrants were fully exercised on a cashless basis.

 

May 2026 offering

 

The Company issued 3,200,001 pre-funded warrants and 984,252 placement-agent warrants, exercisable for a period of five years, at exercise prices per share of $0.0001 and $6.350, respectively, in connection with the common stock sold. The Company recognized the value of the 984,252 underwriter warrants of $4,623,805 as direct incremental costs of the offering, recorded as a reduction of additional paid-in capital. The pre-funded warrants were fully exercised.

 

A summary of activity of the warrants during the six months ended June 30, 2026 as follows:

 

    Number of     Weighted average     Average  
    shares     Exercise Price     Life (years)  
Outstanding, December 31, 2025     5,380,661     $ 2.20       4.52  
Granted     1,945,792       5.90       5.00  
Granted – pre-funded warrants     5,425,001       0.0001       5.00  
Exercised – pre-funded warrants     (5,425,001 )     0.0001       -  
Exercised     (3,742,380 )     1.75       -  
Outstanding, June 30, 2026     3,584,073     $ 4.66       4.37  
                         
Exercisable, June 30, 2026     3,584,073     $ 4.66       4.37  

 

 

Of the 3,742,380 warrants exercised, 1,181,821 shares were surrendered in satisfaction of the exercise price in cashless exercises, resulting in the issuance of 2,560,559 shares of Class A common stock.

 

The intrinsic value of the warrants as of June 30, 2026 is approximately $886,000.

 

Stock Options

 

During the six months ended June 30, 2026, the Company did not grant any options.

 

During the three and six months ended June 30, 2026 and 2025, the Company recognized stock option expense as follows.

   

                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
    2026     2025     2026     2025  
Stock option expense (Forfeiture reversal)   $ (45,685 )   $ 87,180     $ 34,393     $ 223,632  

 

As of June 30, 2026, $274,731 remains unamortized. The intrinsic value of the 286,643 options outstanding as of June 30, 2026, is $74,500.

 

A summary of activity of the stock options during the six months ended June 30, 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/cancelled     (43,109 )     8.73       -  
Outstanding, June 30, 2026     286,643     $ 3.67       3.60  
                         
Exercisable options, June 30, 2026     129,976     $ 5.06       3.18  

 

Restricted Stock Unit (RSU)

 

During the six months ended June 30, 2026, the Company granted 3,922 RSUs to a new board member of which 1,961 vested on March 31, 2026 and 1,961 vested on June 30, 2026.

 

During the three and six months ended June 30, 2026 and 2025, the Company recognized stock compensation expense related to unvested RSUs as follows.

   

                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
    2026     2025     2026     2025  
RSU compensation expense   $ 27,803     $ 97,268     $ 162,852     $ 172,946  

 

 

Unamortized stock compensation expense of $301,027 is expected to be recognized rateably over the remaining service period of 1.61 years. These RSUs are not included in shares outstanding.

 

A summary of activity of the RSUs during the six months ended June 30, 2026, is as follows:

  

    RSUs Outstanding  
    Number of     Weighted Average  
    RSUs     Fair value  
             
Unvested RSU, December 31, 2025     326,425     $ 2.09  
Adjustment     33,880       2.09  
Granted     3,922       2.55  
Vested     (54,380 )     1.71  
Forfeited/cancelled     (76,900 )     1.95  
Unvested RSU, June 30, 2026     232,947     $ 2.23  

 

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