v3.26.1
Stockholders' Equity
9 Months Ended
Mar. 31, 2026
Stockholders’ Equity [Abstract]  
Stockholders' Equity

16. Stockholders’ Equity

 

On October 13, 2025, the Company filed Amended and Restated Articles of Incorporation which (i) removed the dual class structure of the Company’s common stock and (ii) increased the number of shares of common stock that the Company is authorized to issue to 6,942,000,000 shares. Accordingly, as of December 31, 2025, the Company’s authorized capital stock consists of 6,942,000,000 shares of common stock, par value $0.0001 per share, and 50,000,000 shares of “blank check” preferred stock, par value $0.0001 per share. In connection with this change, all shares of the Company’s class B common stock were reclassified as common stock. Accordingly, all references herein to “common stock” issued prior to October 13, 2025 are to the Company’s prior class B common stock.

   

Common Stock

 

For the Nine Months Ended March 31, 2026

 

On August 20, 2025, the Company issued 375,000 shares of common stock pursuant to the terms of a settlement agreement with Boustead Securities, LLC.

On August 27, 2025, the Company issued 200,000 shares of common stock to a service provider in exchange for the cancellation of amounts owed for legal services in the amount of $416,904.

 

On August 29, 2025, the Company issued 90,172 shares of common stock upon a cashless exercise of stock options granted under the Company’s 2022 Equity Incentive Plan, as amended (the “2022 Plan”).

 

On September 2, 2025, the Company issued 200,000 shares of common stock to a service provider in exchange for the cancellation of amounts owed for legal services in the amount of $250,000.

 

On September 5, 2025, all remaining 1,875,795 shares of class A common stock were converted into 1,875,795 shares of common stock.

 

On September 23, 2025, the Company issued an aggregate of 163,805,420 shares of common stock upon the exercise of pre-funded warrants issued on September 5, 2025 (see Warrants below).

 

On October 13, 2025, the Company issued 4,999,750 shares of common stock upon the cashless exercise of a pre-funded warrant issued on September 5, 2025.

 

On November 17, 2025, the Company issued 4,000,000 shares of common stock to a service provider.

 

On December 31, 2025, stockholders surrendered an aggregate of 909,621 shares of common stock to the Company for cancellation. On February 10, 2026, an aggregate of 840,000 shares of common stock were reissued these stockholders.

 

On February 10, 2026, an aggregate of 840,000 shares of common stock were issued to stockholders who had previously surrendered restricted shares as described below.

 

On February 10, 2026 and February 27, 2026, the Company issued an aggregate of 10,400,000 shares of common stock to service providers.

 

During the nine months ended March 31, 2026, the Company issued an aggregate of 44,114 shares of common stock upon the cashless exercise of other warrants.

 

During the nine months ended March 31, 2026, the Company issued an aggregate of 300,686 shares of common stock upon the exercise of warrants for proceeds of $370,288.

 

During the nine months ended March 31, 2026, the Company issued an aggregate of 1,871,681 shares of common stock upon the settlement of debt in the amount of $4,089,692 (see also Notes 14 and 15).

 

During the nine months ended March 31, 2026, the Company issued an aggregate of 14,765,000 shares of common stock upon the grant of restricted stock awards under the 2022 Plan, as described in more detail below.

 

During the nine months ended March 31, 2026, the Company issued an aggregate of 437,733 shares of common stock upon the vesting of restricted stock unit awards granted under the 2022 Plan.

 

During the nine months ended March 31, 2026, the Company issued an aggregate of 8,579,273 shares of common stock under the Sales Agreement for gross proceeds of $26,399,778 and net proceeds of approximately $25,608,235.

 

As of March 31, 2026, there were 221,836,230 shares of common stock issued and outstanding.

 

For the Nine Months Ended March 31, 2025

 

On October 30, 2024, 270,000 shares of class A common stock were converted into 270,000 shares of common stock.

 

On January 2, 2025, 20,000 shares of common stock were issued under a separation agreement.

During the nine months ended March 31, 2025, the Company issued an aggregate of 127,162 shares of common stock upon the vesting of a restricted stock unit awards granted under the 2022 Plan.

 

Stock Options

 

No options were issued during the nine months ended March 31, 2026. During the nine months ended March 31, 2026, a holder exercised a stock option issued under the 2022 Plan on a cashless basis for 90,172 shares of common stock, resulting in the forfeiture of 29,828 options. In addition, an aggregate of 238,125 options were forfeited following termination of service.

 

Warrants

 

On September 5, 2025, the Company completed an offering of pre-funded warrants to purchase an aggregate of 175,000,420 shares of common stock for aggregate gross proceeds of $175,000,420, of which $148,650,530 was paid in cash and $26,349,890 was paid in cryptocurrency. After deducting placement agent fees, reimbursed expenses, and other offering expenses from the total gross proceeds, including both cash and cryptocurrency gross proceeds, the Company received net proceeds of approximately $164,257,145. The pre-funded warrants have a nominal exercise price of $0.0001 (subject to standard adjustments for stock splits, stock dividends, recapitalizations, mergers and similar transactions), include a cashless exercise provision, and may be exercised at any time until all of the pre-funded warrants are exercised in full. On September 23, 2025, 163,805,420 of the pre-funded warrants were exercised for 163,805,420 shares of common stock. On October 13, 2025, 5,000,000 of the pre-funded warrants were exercised on a cashless basis for 4,999,750 shares of common stock, resulting in the forfeiture of 250 pre-funded warrants. As of December 31, 2025, the Company has a remaining current liability of $6,195,000 for the unexercised pre-funded warrants.

 

In connection with this offering and as partial compensation for their services, on September 5, 2025, the Company issued a five-year warrant to purchase 3,150,008 shares of common stock to Maxim Group LLC and a five-year warrant to purchase 2,100,005 shares of common stock to Curvature Securities LLC and its affiliates. These warrants have an exercise price of $1.33 (subject to standard adjustments for stock splits, stock dividends, recapitalizations, mergers and similar transactions) and may be exercised on a cashless basis if there is no effective registration statement registering the shares underlying the warrants or the prospectus contained therein is not available for the resale of such shares by the holder.

 

On September 5, 2025, the Company also issued to the Asset Manager (i) a five-year warrant to purchase 8,750,021 shares of common stock at an exercise price of $1.00 (subject to standard adjustments for stock splits, stock dividends, recapitalizations, mergers and similar transactions) and (ii) a five-year warrant to purchase 5,250,013 shares of common stock at an exercise price of $1.33 (subject to standard adjustments for stock splits, stock dividends, recapitalizations, mergers and similar transactions). These warrants may be exercised on a cashless basis if there is no effective registration statement registering the shares underlying the warrants or the prospectus contained therein is not available for the resale of such shares by the holder.

 

All of the foregoing warrants contain a beneficial ownership limitation which provides that the Company will not effect any exercise, and a holder will not have the right to exercise, any portion of a warrant to the extent that, after giving effect to the exercise, such holder (together with such holder’s affiliates) would beneficially own in excess of 4.99% (or, at the election of the holder, 9.99%) of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares issuable upon such exercise, which such percentage may be increased or decreased, but not in excess of 9.99%, by the holder upon at least sixty-one (61) days’ prior notice to the Company.

 

During the nine months ended March 31, 2026, an aggregate of 300,686 previously issued warrants were exercised for proceeds of $370,288. In addition, an aggregate of 44,114 other warrants were exercised on a cashless basis, resulting in the forfeiture of 55,886 warrants.

 

Restricted Stock Awards

 

On July 1, 2025, the Company granted a restricted stock award under the 2022 Plan for 30,000 shares of common stock, which vested in full on the date of grant. 

On July 21, 2025, the Company granted a restricted stock unit award under the 2022 Plan for 100,000 shares of common stock, which vest based on certain revenue targets.

 

On August 21, 2025, the Company granted a restricted stock award under the 2022 Plan for 725,000 shares of common stock, which vested in full on the date of grant.

 

On September 5, 2025, the Company granted a restricted stock unit award under the 2022 Plan for 360,000 shares of common stock, which vest monthly over one year commencing on October 5, 2025.

 

On September 5, 2025, the Company granted a restricted stock unit award under the 2022 Plan for 120,000 shares of common stock, which vest monthly over one year commencing on October 5, 2025.

 

On September 9, 2025, the Company granted a restricted stock award under the 2022 Plan for 15,000 shares of common stock, which vested in full on the date of grant.

 

On September 9, 2025, the Company granted a restricted stock award under the 2022 Plan for 20,000 shares of common stock, which vested in full on the date of grant.

 

On October 6, 2025, the Company granted a restricted stock unit award under the 2022 Plan for 94,340 shares of common stock, which vest quarterly commencing on January 1, 2026.

 

On October 13, 2025, the Company granted a restricted stock award under the 2022 Plan for 4,000,000 shares of common stock, which vested in full on the date of grant.

 

On October 13, 2025, the Company granted a restricted stock award under the 2022 Plan for 3,250,000 shares of common stock, which vested in full on the date of grant.

 

On October 20, 2025, the Company granted two restricted stock awards for an aggregate of 300,000 shares of common stock, which vested in full on the date of grant.

 

On November 17, 2025, the Company granted a restricted stock award under the 2022 Plan for 6,000,000 shares of common stock, which vested in full on the date of grant.

 

On December 31, 2025, the Company entered into share surrender agreements with various holders, pursuant to which a total of 640,000 shares of previously-granted restricted awards were terminated and all shares granted pursuant thereto were surrendered to the Company for cancellation.

 

Stock-based Compensation

 

Total stock compensation expense was $760,088 and $229,965 for the three months ended March 31, 2026 and 2025, respectively, and was $8,601,771 and $561,767 for the nine months ended March 31, 2026 and 2025, respectively. In addition, $45,640,112 of warrants issued to consultants was recorded as an offset to equity as of March 31, 2026. As of March 31, 2026, total unrecognized stock compensation expense was $3,667,704 with the weighted average period over which it is expected to be recognized of 2.27 years.