Note 8. Common Stock, Preferred Stock and Warrants

Common stock

Income (Loss) Per Share

The Company computes income (loss) per share in accordance with ASC 260, Earnings Per Share. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding, plus the impact of potentially dilutive securities.

For the years ended December 31, 2025 and 2024, the weighted-average number of common shares outstanding used in the calculation of basic and diluted EPS was 3,009,164,054 and 1,278,102,597, respectively.

During the year ended December 31, 2025, the Company issued a total of 2,150,000,000 shares of common stock through various debt restructurings, preferred stock conversions, and compensation arrangements. As of December 31, 2025, the Company had 1,220,240,000 potentially dilutive shares issuable upon the conversion of the September 2025 Note. These shares were excluded from the computation of diluted net loss per share for 2025 because their effect would be anti-dilutive due to the Company's net loss.

Common Stock Issuances

On June 21, 2024, 3,346,420 warrants with an embedded conversion feature were exercised on a cashless basis for the issuance of 103,500,000,000 shares of common stock.

During the year ended December 31, 2024, the Company issued 126,000,000 shares of common stock in respect of the partial conversion of the December 2023 Note. These shares were valued at $178 upon issuance.

During the year ended December 31, 2024, the Company issued 62,000,000 shares of common stock in respect of the Lease Agreement. These shares were valued at $372 upon issuance.

On November 1, 2024, the lender exchanged all outstanding common stock purchase warrants for 600,000,000 shares of common stock and 650,000 shares of Series D Preferred Stock. These common and Series D preferred stock were valued at $29 and $31, respectively upon issuance.

On November 1, 2024, the company issued 750,000,000 shares of common stock in connection with restructuring its convertible note. These shares were valued at $36 upon issuance.

On July 14, 2025, the Company filed a Preliminary Information Statement on Schedule 14C to increase its authorized common stock and authorize a reverse stock split within a range of ratios to be determined by the Board. The Definitive Information Statement was filed on July 25, 2025, and mailed to shareholders of record on August 7, 2025. The amendment to the Certificate of Incorporation increasing authorized common stock to 10 billion shares became effective in Delaware on August 25, 2025.

On September 22, 2025, the Company issued 500,000,000 shares of common stock as part of restructuring its 2024 Notes. The issuance was exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended. (See Note 6-Notes Payable for accounting treatment under ASC 470-50.)

Additionally, on September 22, 2025, the Company issued 650,000,000 shares of common stock upon conversion of 650,000 shares of Series D Preferred Stock. The converted shares represented all outstanding Series D Preferred Stock. The issuance was exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended.

On September 23, 2025, the Company issued (i) 100,000,000 shares of common stock valued at $10 to its Interim CEO and CFO, Jonathan M. Pfohl, (ii) 100,000,000 shares of common stock valued at $10 to another employee, and (iii) 500,000,000 shares of common stock to Director, Michael Onghai in exchange for or waiver of $56 in outstanding director fees. The issuance was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

In December 2025, the company issued 300,000,000 shares of common stock to accredited investors that participated in a private placement for an aggregate of $300. The issuance was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D thereunder.

Preferred Stock

On November 1, 2024, the Company issued 650,000 shares of Series D Preferred Stock. The Series D Preferred Stock had a par value of $0.001 per share and a liquidation preference of $0.001 per share. Each share of Series D Preferred Stock was convertible into 1,000 shares of the Company’s common stock and held voting rights equal to the number of common shares into which it was convertible.

On September 22, 2025, the holder of the Series D Preferred Stock elected to convert all 650,000 outstanding shares into 650,000,000 shares of the Company’s common stock. Following this conversion, there were no shares of Series D Preferred Stock outstanding as of December 31, 2025.

Warrants

During the period from January 1, 2024 through November 1, 2024, 226,800,000 warrants were issued as a result of the partial conversion of convertible debt and 617,944,296 warrants were issued are a result of an adjustment to the number of X, Y and Z warrants as a result of the terms of the December 2023 Note. 

On November 1, 2024, the Company exchanged all outstanding common stock warrants to purchase 2,043,808,450 shares for 600,000,000 shares of common stock and 650,000 shares of Series D Preferred Stock. In this transaction, the Company recognized a $4,150 reduction in the fair value of the related warrant derivative liability. Following this exchange, all warrant derivative liabilities were eliminated. There were no warrants issued, outstanding, or exercisable as of December 31, 2025 or 2024, respectively.

The following table summarizes information about shares issuable under warrants outstanding during the years ended December 31, 2025 and 2024:

 Schedule of Warrants Outstanding