v3.26.1
Shareholders’ Equity
 3 Months Ended
Mar. 31, 2026
Equity [Abstract]  
Shareholders’ Equity

Note 7- Shareholders’ Equity

 

The Company is authorized to issue up to 55,000,000 shares of capital stock, par value $0.001 per share. Capital stock is divided into two classes designated as common stock and preferred stock.

 

Common stock – The Company is authorized to issue up to 45,000,000 shares of common stock.

 

Preferred stock – The Company is authorized to issue up to 10,000,000 shares of preferred stock. The board of directors may authorize, without further shareholder action, the issuance of preferred stock in one or more classes or series. Preferred stock ranks senior to common stock with respect to payment of dividends and the distribution of assets on liquidation. Each class or series of preferred stock, when issued, must include its designation and a description of certain rights, including voting privileges, dividend preferences, conversion features, restrictions and redemption rights.

 

  - During 2019, the Company created and issued 100 shares of its Series A preferred stock. Series A preferred shareholders vote together as a single class and are entitled to 51% of the voting rights on all matters regardless of the number of Series A preferred shares outstanding. Series A preferred stock does not have conversion rights, is not entitled to receive dividends nor receive any liquidation preferences.
  - During 2020, the Company created the Series B preferred stock. Series B preferred shareholders have the right to vote for each share of common stock outstanding after the issuance date. Series B preferred stock does not have conversion rights, is not entitled to receive dividend preferences nor receive any liquidation preferences. As of March 31, 2026, the Company has not issued shares of Series B preferred stock.
  - During 2025, the Company created its Series C preferred stock for its Regulation A offering. Refer to Note 14, Warrants for a description of units available in the Regulation A offering. Series C preferred stock ranks senior to common stock and future classes or series of preferred stock as to dividend and liquidation rights. Series C preferred shareholders may convert holdings on a 1:1 basis to common stock at any time. Series C preferred shareholders are entitled to cumulative dividends at a rate of 8.00% of the $3.25 liquidation preference per share per year for a period of two (2) years from the date of issuance. As of March 31, 2026, the Company issued 3,074,586 shares of Series C preferred stock and converted 2,646,974 Series C preferred shares to common stock at the shareholder’s request. The Company recognized dividends payable to Series C preferred shareholders for the three months ended March 31, 2026 of $26,718.

 

During three months ended March 31, 2026, the following transactions occurred:

 

During the three months ended March 31, 2026, the Company sold an aggregate of 1,468,606 shares of its common stock pursuant to the ATM Agreement for aggregate gross proceeds of $2,232,530, net of issuance costs of $78,300. The shares in a shelf takedown from the Company were sold pursuant to the base prospectus and prospectus supplement filed with the Securities and Exchange Commission as part of the Company’s registration statement on Form S-3 (File No. 333-291582), which was declared effective on December 12, 2025.

 

The Company recognized consulting expense of $34,868 for share subscriptions payable from restricted shares to be issued. As of March 31, 2026, the restricted shares have not been issued. The Company also recognized consulting expense of $107,833 related to warrants. As of March 31, 2026, the warrants vested and were issued. Transactions reflected in consulting expense are included as a component of general and administrative expense in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

 

 

Refer to Note 14, Warrants and Note 15, Equity Compensation for additional disclosures related to shareholders’ equity.

 

During three months ended March 31, 2025, the following transactions occurred:

 

During the three months ended March 31, 2025, the Company sold an aggregate of 22,725 shares of its common stock pursuant to an At the Market Offering Agreement, dated September 30, 2022, for aggregate gross proceeds of $185,874. The shares were sold pursuant to the Company’s base prospectus and the related prospectus supplements filed with the Securities and Exchange Commission as part of the Company’s registration statement on Form S-3 (File No. 333-267696), which was declared effective on October 13, 2022.

 

The Company recognized consulting expense of $22,017 to share subscriptions payable from restricted shares and stock options to be issued. As of March 31, 2025, the restricted shares have not been issued. Transactions reflected in consulting expense are included as a component of general and administrative expense in the Condensed Consolidated Statements of Operations and Comprehensive Loss. During the three months ended March 31, 2025, the Company issued 1,000 restricted shares with a value of $82,100.

 

During the three months ended March 31, 2025, in connection with the inducement of 1,295,000 warrants at $5.198 per share, the Company also sold 1,424,500 warrants exercisable at $6.502 per share. The Company received proceeds of $6,731,410 before deducting placement agent fees of $346,570 and other offering expenses payable by the Company upon the exercise of the May 2024 Existing Warrants.