v3.26.1
Stockholders' Deficit
 3 Months Ended
Mar. 31, 2026
Equity [Abstract]  
Shareholders' Deficit

NOTE 16 – STOCKHOLDERS' DEFICIT

Preferred Stock

The Company has authorized 20,000,000 shares of preferred stock with a par value of $0.01 (the “Preferred Stock”), issuable in such series and with such designations, rights and preferences as the board of directors may determine. The Company’s board of directors has designated six series of preferred stock, consisting of:

1.
10% Series A Convertible Preferred Stock;
2.
10% Series B Convertible Preferred Stock;
3.
10% Series C Convertible Preferred Stock;
4.
10% Series D Convertible Preferred Stock;
5.
10% Series E Convertible Preferred Stock; and
6.
10% Series F Convertible Preferred Stock.

The designations, rights and preferences of the Series F-1, Series F-2 and Series F-3 are identical, other than the dividend rate, liquidation preference and date of automatic conversion into shares of our common stock.

Additional terms of the designations, rights and preferences of the Series F-1, Series F-2 and Series F-3 include:

•
the shares have no voting rights, except as may be provided under Florida law;
•
the shares pay cash dividends subject to the provisions of Florida law at the dividend rates set forth above, payable monthly in arrears;
•
the shares are convertible at any time at the option of the holder into shares of our common stock on a 1:1 basis. The conversion ratio is proportionally adjusted in the event of stock splits, recapitalization or similar corporate events. Any shares not previously converted will automatically convert into shares of our common stock on the dates set forth above;
•
the shares rank junior to the 10% Series A Convertible Preferred Stock and our 10% Series E Convertible Preferred Stock;
•
in the event of a liquidation or winding up of the Company, the shares have a liquidation preference of $0.50 per share for the Series F-1, $0.50 per share for the Series F-2 and $0.40 per share for the Series F-3; and
•
the shares are not redeemable by the Company.

Other designations, rights and preferences of each series of preferred stock are identical, including:

•
shares do not have voting rights, except as may be permitted under Florida law;
•
shares are convertible into our common stock at the holder’s option on a one for one basis;
•
shares are entitled to a liquidation preference equal to a return of the capital invested; and
•
each share will automatically convert into shares of common stock five years from the date of issuance or upon a change in control.

Both the voluntary and automatic conversion formulas are subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events.

There were no shares of preferred stock issued or outstanding at March 31, 2026 and December 31, 2025.

At March 31, 2026 and December 31, 2025, there was an accrued unpaid preference dividend of $691,000 and $691,000, respectively. This amount is payable to the Company's former Chairman of the Board, Mr. Kip Speyer, and is included under other current liabilities in the consolidated balance sheets.

Common Stock

Shares of Common Stock under the 2022 Stock Option Plan

On April 14, 2022, the Board and the Compensation Committee of the Board adopted and approved the 2022 Stock Option Plan. The 2022 Stock Option Plan has a term of 10 years and authorizes the issuance of up to 22,500,000 shares of the Company’s common stock. As of March 31, 2026, 11,839,267 shares were remaining under the 2022 Stock Option Plan for future issuance.

Issue of Common Stock

During the three months ended March 31, 2026, the Company issued shares of our common stock as follows (in thousands, except share data):

 

 

 

Three Months Ended March 31, 2026

 

 

 

 

 

 

 

 

 

 

Shares

 

 

Value

 

Common stock issued to Centre Lane Partners

 

 

2,922,566

 

 

$

14

 

Shares of common stock issued, net

 

 

2,922,566

 

 

$

14

 

 

During the three months ended March 31, 2025, the Company issued shares of our common stock as follows (in thousands, except share data):

 

 

 

Three Months Ended March 31, 2025

 

 

 

 

 

 

 

 

 

 

Shares

 

 

Value

 

Common stock issued for options exercised

 

 

50,400

 

 

$

2

 

Shares of common stock issued, net

 

 

50,400

 

 

$

2

 

 

Treasury Stock

A total of 2,185,575 shares of the Company's common stock, with a value of $220,000 are being held as Treasury Stock by the Company.

Warrants

At March 31, 2026 and December 31, 2025, we had 175,000 and 175,000 common stock warrants outstanding to purchase shares of our common stock, respectively, with exercise prices ranging between $0.75 and $1.00 per share. Of the 175,000 common stock warrants outstanding at March 31, 2026, all 175,000 will expire in 2030.

No common stock warrants expired during the three months ended March 31, 2026. Approximately 5,117,500 common stock warrants expired during the three months ended March 31, 2025.

A summary of the Company’s warrants outstanding as of March 31, 2026 and December 31, 2025, is presented below.

 

March 31, 2026

 

 

 

 

 

 

 

 

 

Exercise Price

 

 

Number Outstanding

 

 

Gross Cash Proceeds (if exercised, in thousands)

 

$

0.65

 

 

 

-

 

 

$

-

 

$

0.75

 

 

 

-

 

 

$

-

 

$

1.00

 

 

 

175,000

 

 

$

175

 

 

 

 

 

175,000

 

 

$

175

 

 

December 31, 2025

 

 

 

 

 

 

 

 

 

Exercise Price

 

 

Number Outstanding

 

 

Gross Cash Proceeds (if exercised, in thousands)

 

$

0.65

 

 

 

-

 

 

$

-

 

$

0.75

 

 

 

-

 

 

$

-

 

$

1.00

 

 

 

175,000

 

 

$

175

 

 

 

 

 

175,000

 

 

$

175