STOCKHOLDER EQUITY |
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Dec. 31, 2025 | ||||||||||||||||||||||||||||||||||||||||
| Equity [Abstract] | ||||||||||||||||||||||||||||||||||||||||
| STOCKHOLDER EQUITY | NOTE 7 – STOCKHOLDER EQUITY
Preferred stock
The Company is authorized to issue shares of $ par value preferred stock. As of December 31, 2025 and 2024, the Company has designated shares of Series A preferred stock, shares of Series B preferred stock, shares of Series C Preferred Stock, shares of Series D Preferred Stock, shares of Series E Preferred Stock, shares of Series F Preferred Stock and 1 Special Voting Preferred Stock. As of December 31, 2025 and 2024, there were no issued or outstanding shares of Series A, Series B, Series D, Series E and Series F preferred stock.
Special Voting Preferred Stock
In connection with the issuance of Exchangeable Shares, the Company designated one share of Special Voting Preferred Stock, par value $ per share. One share of Special Voting Preferred Stock was issued and outstanding as of December 31, 2025. No shares of Special Voting Preferred Stock were issued or outstanding as of December 31, 2024.
The Special Voting Preferred Stock was issued to a trustee and does not have any economic rights, including rights to dividends or participation in liquidation, other than a nominal liquidation preference of $. The Special Voting Preferred Stock is not convertible into common stock.
The sole purpose of the Special Voting Preferred Stock is to provide voting rights to holders of Exchangeable Shares on an equivalent basis with holders of the Company’s common stock. The holder of the Special Voting Preferred Stock is entitled to cast a number of votes equal to the aggregate number of votes that the holders of Exchangeable Shares would be entitled to cast if such Exchangeable Shares were exchanged for shares of the Company’s common stock, in accordance with the Exchange Rights Agreement.
The voting rights associated with the Special Voting Preferred Stock terminate automatically upon the exchange or cancellation of all outstanding Exchangeable Shares, at which time the Special Voting Preferred Stock is automatically cancelled for no consideration.
Series C Preferred Stock
Series C Preferred Stock (“Series C”) issued and outstanding totaled shares as of December 31, 2025 and 2024. As of December 31, 2025 and 2024, the Company has accrued $121 and $110 dividends payable on the Series C, respectively. As of December 31, 2025 and 2024, the cumulative dividend per share payable on the Series C was approximately $1,153 and $1,048, respectively.
Each share of Series C is convertible at the holder’s option into shares of common stock at a conversion price of $0.3197 per share, based on the stated value of $ per preferred share. As of December 31, 2025, the outstanding Series C shares were convertible into an aggregate of shares of common stock, which includes shares issuable for accrued dividends at a conversion rate of $2.8495 per share. The Series C is subject to full ratchet anti-dilution price protection upon issuance of equity or equity-linked securities at an effective price below $0.3197 per share, as well as customary anti-dilution adjustments for stock splits and similar events.
The Series C ranks senior to common stock and all other equity securities with respect to dividends and liquidation. In the event of liquidation, holders are entitled to receive the stated value plus accrued but unpaid dividends and any other amounts due. The Series C becomes redeemable at a premium or subject to an increased dividend rate of 18% upon the occurrence of certain events, including but not limited to:
Common stock
On September 5, 2025, the Company’s shareholders approved an amendment to the Company’s articles of incorporation that increased the amount of common stock authorized for issuance to with a par value of $ per share.
The Company is authorized to issue shares of $ par value common stock. As of December 31, 2025 and 2024, the Company had and shares issued and outstanding, respectively.
On January 31, 2024, the Company filed a Reverse Stock Split Amendment with the Secretary of State of the State of Delaware, effective February 2, 2024. Pursuant to the Reverse Stock Split Amendment, the Company effected a 1-for-10 reverse stock split of its issued and outstanding shares of common stock. The Company accounted for the reverse stock split on a retrospective basis pursuant to ASC 260, Earnings Per Share. All authorized, issued and outstanding common stock, common stock warrants, stock option awards, exercise prices and per share data have been adjusted in these consolidated financial statements, on a retroactive basis, to reflect the reverse stock split for all periods presented. Authorized common and preferred stock was not adjusted because of the reverse stock split.
On May 2, 2025, the Company cancelled an aggregate of shares of its common stock, consisting of shares returned by the Company’s former Chief Executive Officer, Kenneth Londoner, and shares returned by Endicott Management Partners LLC, an entity affiliated with Mr. Londoner. All cancelled shares were surrendered to the Company and retired, resulting in a reduction to the total number of issued and outstanding shares.
Exchangeable Shares
In connection with the Acquisition, ExchangeCo issued Exchangeable Shares that are exchangeable into the Company’s common stock and include economic rights that are substantially similar to the Company’s common stock, including rights to dividends, liquidation preferences, and voting (via a Special Voting Preferred Stock held by a trustee). Prior to the receipt of stockholder approval, certain rights associated with the Exchangeable Shares were subject to exercise contingencies, including (i) the ability to exchange into more than 19.99% of the Company’s outstanding common stock (the “NASDAQ 19.99% limitation”) and (ii) the receipt of special voting rights. In addition, the Exchange Ratio was subject to adjustment from 1.00 to 1.25 shares of the Company’s common stock for each Exchangeable Share if stockholder approval was not obtained within six months of issuance. These features, taken together, precluded equity classification under ASC 815-40 and resulted in the Exchangeable Shares being initially classified as a derivative liability under ASC 815 and measured at fair value.
For additional information regarding the Exchangeable Shares issued in connection with the Acquisition, see Note 11, Business Acquisition. For related fair value measurement disclosures, including the applicable fair value hierarchy classification, see Note 12, Fair Value Measurements. For an overview of the Company’s derivative financial instruments and related disclosures required by ASC 815, see Note 17, Derivative Financial Instruments and Hedging Activities.
The Exchangeable Shares were initially recognized as a derivative liability at fair value, measured at $105.5 million as of the acquisition date. They were remeasured at fair value through earnings each reporting period for as long as the exercise contingencies—including the NASDAQ 19.99% limitation and the requirement for shareholder approval—remained unresolved. On November 4, 2025 the Company received shareholder approval. As a result, the conversion cap was removed, and Streamex Exchange shareholders may now convert their Exchangeable Shares into the Company’s common stock. Concurrently, the derivative liability associated with the Exchangeable Shares was reclassified to permanent equity.
During the year ended December 31, 2025, certain investors converted exchangeable shares into shares of common stock. As of December 31, 2025, the Company had Exchangeable Shares outstanding that are convertible into the same number of the Company’s common stock.
Sale of common stock.
On January 12, 2024, the Company entered into a securities purchase agreement with certain accredited and institutional investors, pursuant to which the Company sold to the investors an aggregate of shares of the Company’s common stock and warrants to purchase up to 130,363 shares of common stock, at a purchase price of $ per share and a warrant to purchase one-half of a share. The warrants have an exercise price of $3.364 per share, will become exercisable six months after the date of issuance and will expire five and one-half years following the date of issuance. The gross proceeds from this offering were $1.0 million.
On May 1, 2024, the Company entered into a securities purchase agreement with certain accredited investors, pursuant to which the Company sold to the investors an aggregate of shares of the Company’s common stock and warrants to purchase up to 391,703 shares of common stock, at a purchase price of $ per share and a warrant to purchase one-half of a share. The warrants have an exercise price of $1.398 per share, will become exercisable six months after the date of issuance, and will expire five and one-half years following the date of issuance. The gross proceeds from this offering were approximately $1.1 million, including $635 in cash and $509 representing conversion of the principal balance of and accrued interest on the previously issued related party note payable. The note was not convertible by its terms, but the holder has agreed to convert it into shares of common stock and warrants under the Purchase Agreement.
On May 29, 2024, the Company entered into a securities purchase agreement with certain institutional investors, pursuant to which the Company agreed to sell and issue to the investors (i) in a registered direct offering, shares of Common Stock, par value $ per share of the Company at a price of $ per share and (ii) in a concurrent private placement, common stock purchase warrants to purchase up to an aggregate of shares of Common Stock, at an exercise price of $ per share of Common Stock. In connections with the Offering, the Company issued 109,948 warrants to its placement agent.
On March 5, 2025, the Company entered into a securities purchase agreement with certain accredited investors pursuant to which the Company sold to the Investors an aggregate of shares Common Stock at a purchase price of $ per share, and warrants to purchase up to 758,514 shares of Common Stock at an exercise price of $0.95474 per share, that will become exercisable six months after the date of issuance and will expire three and one-half years following the date of issuance, in exchange for aggregate consideration of $0.8 million
On August 13, 2025, the Company entered into an underwriting agreement Clear Street LLC and Needham & Company, LLC as underwriters, pursuant to which the Company sold an aggregate of shares of its common stock at a public offering price of $ per share. The offering closed on August 15, 2025, resulting in gross proceeds of approximately $15.0 million. The Company incurred transaction costs of approximately $1.45 million, including underwriting discounts, commissions, and other offering expenses, resulting in net proceeds of approximately $13.6 million.
Finder’s Fee
As part of the Streamex Exchange acquisition, in December 2025 the Company issued an aggregate of shares of common stock to two third-party advisors as finder’s fees, with a total fair value of approximately $4.82 million, which was included in stock-based compensation expense for 2025.
Common Stock Issued for Services
During the year ended December 31, 2025, the Company issued an aggregate of shares of its common stock to two third-party consultants in exchange for services to be provided over a one-year contractual term. The aggregate grant-date fair value of the common stock issued was approximately $ million.
Of this amount, approximately $ was recognized as stock-based compensation expense during the year ended December 31, 2025, with the remaining unamortized balance recorded in prepaid expenses and other assets and amortized to stock-based compensation expense over the remaining service period.
ATM Sales Agreement 2024
On December 18, 2024, the Company entered into an At The Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC, as sales agent or principal (the “Agent”), pursuant to which the Company may offer and sell, from time to time in transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), the Company’s common stock, par value $ per share (“common stock”), through or to the Agent (the “ATM Offering”). The Sales Agreement, among other things, provides for the issuance and sale of up to an aggregate of $8.5 million of shares of the Company’s common stock.
The Shares are being offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-276298) and an accompanying prospectus filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on December 28, 2023, as amended on January 5, 2024 and December 9, 2024, and declared effective by the SEC on December 17, 2024 (the “Registration Statement”) and pursuant to a prospectus supplement dated December 18, 2024.
During the year ended December 31, 2025, the Company sold an aggregate of shares through the Company’s at the market offering agreement for gross proceeds of $4.0 million, or $3.9 million net of fees of $137.
Equity Line of Credit
On February 28, 2025 (the “Effective Date”), the Company entered into a Equity Subscription Agreement (the “Subscription Agreement”) with Lind Global Fund III, LP (the “Investor”). Pursuant to the Subscription Agreement, the Company has the right, but not the obligation, to sell to the Investor from time to time (each such occurrence, an “Advance”) up to $5.0 million (the “Commitment Amount”) of the Company’s common stock, $ par value per share (“Common Stock”), during the 36 months following the execution of the Subscription Agreement, subject to (a) an overall cap of shares and (b) the restrictions and satisfaction of the conditions set forth in the Subscription Agreement. The Company is under no obligation to sell any of its Common Stock to the Investor under the Subscription Agreement. At the Company’s option, the shares of Common Stock would be purchased by the Investor from time to time at a price (the “Market Price”) equal to % of the lowest of the daily VWAPs (as hereinafter defined) during a five (or such other period as the Company and the Investor may agree) consecutive trading day period commencing on the date that the Company delivers a notice to the Investor (an “Advance Notice”) that the Company is requiring the Investor to purchase a specified number of shares of Common Stock (the “Advance Shares”). The Company may also specify a minimum acceptable price per share in each Advance. “VWAP” means, for any trading day, the daily volume weighted average price of the Company’s Common Stock for such trading day on the Nasdaq Stock Market as reported by Bloomberg L.P. The maximum number of shares of Common Stock that the Company may require the Investor to purchase in any Advance is an number equal to % of the average daily volume of the Common Stock on the Nasdaq Stock Market during the five consecutive trading days immediately preceding the date of the Advance Notice; provided that notwithstanding the foregoing limitation, in any period of 30 consecutive days, the total number of Advance Shares that the Company may sell to the Investor may be up to 0.5% of the quotient of the number of shares of Common Stock outstanding on the date of the Advance divided by the Market Price determined for such Advance.
As consideration for the Investor’s irrevocable commitment (subject to the conditions set forth in the Subscription Agreement) to purchase the Company’s Common Stock up to the Commitment Amount, the Company issued shares of Common Stock (the “Commitment Shares”) to the Investor with a grant date fair value of $. The Company had previously advanced to the Investor $ to cover certain expenses related to the Subscription Agreement.
The Investor’s obligation to purchase the Company’s shares of Common Stock pursuant to the Subscription Agreement is subject to a number of conditions, including that the Company file a registration statement on Form S-1 or Form S-3 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”), registering the issuance and sale of the Commitment Shares and the Advance Shares to be issued and sold pursuant to an Advance under the Securities Act of 1933, as amended (the “Securities Act”), and that the Registration Statement be declared effective by the SEC. The Company has not filed a registration statement on a Form S-1 or Form S-3 as of December 31, 2025.
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