Note 11 - Stockholders' Equity |
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| Equity [Text Block] |
NOTE 11 – STOCKHOLDERS’ EQUITY
Common Stock – The Company has 50,000,000 authorized shares of Common Stock, $0.001 par value. As of March 31, 2026 and December 31, 2025, there were 9,947,841 and 9,627,064 shares of Common Stock issued and outstanding, respectively.
Stock Issuances
During the three months ended March 31, 2026, the Company has made the following issuances of Common Stock:
On January 26, 2026, the Company issued 136,998 shares of Common Stock to settle RSUs. The RSUs were valued at $271,256 for services provided by the Company's board of directors (the "Board of Directors") in 2025. The Company recognized the stock-based compensation of the award over the requisite service period during the year ended December 31, 2025.
On January 27, 2026, the Company issued 63,149 shares of Common Stock to settle RSUs. The RSUs were valued at $137,549 for services provided by the Company's Senior Leadership Team (the "SLT") in 2025. The Company recognized the stock-based compensation of the award over the requisite service period during the year ended December 31, 2025.
On January 27, 2026, the Company issued 87,374 shares of Common Stock to settle RSUs. The RSUs were valued at $230,741 for services provided by management in 2025. The Company recognized the stock-based compensation of the award over the requisite service period during the year ended December 31, 2025. In connection with the issuance, 67,840 shares of Common Stock, with a total value of $172,198, were withheld from vesting to settle tax withholdings associated with stock-based compensation.
On February 12, 2026, the Company issued 7,389 shares of Common Stock to settle RSUs. The RSUs were valued at $14,630 for services provided by the Company's Senior Leadership Team (the "SLT") in 2025. The Company recognized the stock-based compensation of the award over the requisite service period during the year ended December 31, 2025.
On February 12, 2026, the Company issued 25,867 shares of Common Stock to settle RSUs. The RSUs were valued at $47,337 for services provided by management in 2025. The Company recognized the stock-based compensation of the award over the requisite service period during the year ended December 31, 2025. In connection with the issuance, 5,589 shares of Common Stock, with a total value of $10,228, were withheld from vesting to settle tax withholdings associated with stock-based compensation.
Warrants
On March 26, 2025, the Company entered into a Second Amendment to the Note and Warrant Purchase Agreement (the "Second Amendment") originally dated June 22, 2022, with the holders of the Company’s senior promissory notes. In connection with the Second Amendment, the parties executed Allonge No. 2 (the "Allonges") to each of the existing amended notes, resulting in an extension of the maturity date from January 1, 2026 to May 1, 2027.
Additionally, pursuant to the Allonges, beginning on January 1, 2026, the notes will bear interest at a rate of 10% per annum, payable semiannually. In the event of a default or if the notes are not repaid on or before the new maturity date, the interest rate increases to 13% per annum, with a monthly 1% step-up up to a cap of 16% per annum, payable monthly. Accrued interest (excluding default interest) may be paid in cash or in shares of common stock, at the Company’s election, subject to certain limitations.
As part of the transaction, the Company and the noteholders also agreed to amend and restate the related warrants, reducing the exercise price from $5.20 to $2.00 per share and extending the expiration date to December 31, 2029. The repricing resulted in an incremental change in warrant value of $220,000.
The following is a summary of the periodic changes in warrants outstanding for the three months ended March 31, 2026, and 2025:
Stock-based Compensation
Directors of the Company receive share compensation consisting of annual grants of $36,750 ($73,500 for the Chairman of the Board) in RSUs per annum with one-year vesting.
In 2022, the Company’s Board of Directors adopted an Equity Incentive Plan (the “2022 Incentive Plan”). Under the terms and conditions of the 2022 Incentive Plan, the Board of Directors is empowered to grant stock awards, including RSUs, to officers and directors of the Company. At March 31, 2026, 309,527 RSUs were granted and outstanding under the 2022 Incentive Plan.
The Company recognizes compensation costs for RSU grants to Directors and management based on the stock price on the date of the grant.
The Company recognized stock-based compensation expense related to RSU grants of $218,252 and $241,245 for the three-month periods ended March 31, 2026, and 2025, respectively. On March 31, 2026, the Company had $1,427,071 of unrecognized compensation cost related to non-vested stock grants.
A summary of the status of the RSUs as of March 31, 2026 and changes during the period are presented below:
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