Note 13 - Capital Structure

Preferred Stock

The Company is authorized to issue a total of 1,000,000 shares of preferred stock with par value of $0.001. The Company’s Preferred Stock provides holders the right to receive dividends, when, as, and if declared, on an as-converted-to-common-stock basis and in the same form as dividends paid on common stock, excluding dividends in the form of common stock which are governed by the Certificate of Designation. The Preferred Stock is voting stock, with holders entitled to vote together with common stockholders on an as-converted basis, with one vote for each share of common stock into which the Preferred Stock is then convertible, subject to limitations set forth in the Certificate of Designation. In the event of any liquidation, dissolution, or winding up of the Company, distributions will be made to holders of Preferred Stock and common stock pro rata based on the number of shares held, treating all Preferred Stock as if converted to common stock immediately prior to such event and without regard to any conversion limitations. subject to adjustment for certain corporate events, including stock dividends and splits, subsequent equity sales, rights offerings, pro rata distributions, and fundamental transactions, as defined in the Certificate of Designation.

Series A Preferred Stock

On May 2, 2025, the Company filed a Certificate of Designation with the Delaware Secretary of State designating, 61,949 shares as Series A-1 Convertible Preferred Stock, 17,401 shares as Series A-2 Convertible Preferred Stock, 20,650 shares as Series A-3 Convertible Preferred Stock (all such series of preferred stock referred to herein collectively as “Series A Preferred Stock”), each with a stated value of $750 per share. The Certificate of Designation sets forth the rights, preferences and limitations of the shares of Series A Preferred Stock.

The Series A Preferred Stock is convertible, at the option of the holder, into shares of the Company’s common stock at a fixed conversion price of $4.3935 per share, subject to adjustment for stock splits, stock dividends and similar events. Holders of the Series A Preferred Stock are entitled to dividends equal, on an as-if-converted-to-common-stock basis, to the dividends actually paid on shares of common stock when, as and if declared. The Series A Preferred Stock is voting stock: holders are entitled to vote together with the common stock on an as-converted basis (one vote per share of common into which their Series A shares are convertible). Upon any liquidation event, the assets available for distribution will be distributed among the holders of Preferred Stock and the common stock pro-rata based on the number of shares held and treating the Series A shares as if converted into common stock immediately prior to liquidation, without regard to any conversion limitations.

On May 2, 2025, the Company entered into an exchange agreement with Core 4 Capital Corp., a related party, and converted 6,575,025 shares of common stock to 39,993 shares of preferred stock. The Company believes the terms of these transactions are comparable to those that could be obtained from unrelated third parties; however, because the transactions are with related parties, they may not be the result of arm’s-length negotiations. All related party balances are unsecured, non-interest bearing, and due on demand unless otherwise noted. The Company used a third party’s calculations to value the Series A preferred stock. The third party used the option pricing model to calculate a $76.00 per preferred A share or $3,034,908. The fair value of the common stock exchanged on May 2, 2025 was $.4799 per common share or $3,155,354, resulting in a loss on the exchange of $120,446 taken on the income statement. The Company had 39,993 of Series A preferred stock outstanding as of March 31, 2026 and December 31, 2025.

Series B Preferred Stock

On July 2, 2025, the Company filed a Certificate of Designation with the Delaware Secretary of State designating 10,000 shares of its Series B Convertible Preferred Stock (the “Series B Preferred Stock”), each with a stated value of $750 per share. The Certificate of Designation sets forth the rights, preferences and limitations of the shares of Series B Preferred Stock.

The Series B Preferred Stock is convertible, at the option of the holder, into shares of the Company’s common stock at a fixed conversion price of $0.34 per share, subject to adjustment for stock splits, stock dividends and similar events. Holders of the Series B Preferred Stock are entitled to dividends equal, on an as-if-converted-to-common-stock basis, to the dividends actually paid on shares of common stock when, as and if declared. The Series B Preferred Stock is voting stock: holders are entitled to vote together with the common stock on an as-converted basis (one vote per share of common into which their Series B shares are convertible). Upon any liquidation event, the assets available for distribution will be distributed among the holders of Series A Convertible Preferred Stock, Series B Preferred Stock and the common stock pro-rata based on the number of shares held and treating the Series B shares as if converted into common stock immediately prior to liquidation, without regard to any conversion limitations. The company used a third party’s calculations to value the Series B preferred stock. The third party used the option pricing model to calculate a $564 per preferred B share or $4,063,962. The cash value of the convertible note was $5,408,525, resulting in difference of $1,344,563 on the extinguishment. The difference was credited to additional paid in capital.

During the year ended December 31, 2025, certain holders of our Preferred B Shares gave notice of conversion to convert 5,399 Preferred B shares to common stock, resulting in the issuance of 340,273 shares of common stock. The Company had 1,813 of Series B preferred stock outstanding as of March 31, 2026 and December 31, 2025.

Series C Preferred Stock

On August 8, 2025, the Company entered into a Securities Purchase Agreement (the “August Purchase Agreement”) with an institutional investor entity (the “Investor”) for a private investment in public equity (the “PIPE Offering”) of 35,000 shares of its Series C Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”), convertible into 62,701,541 shares of common stock, par value $0.001 (the “Common Stock”), at a conversion price of $0.5582 per share of Common Stock. The 35,000 shares of Series C Preferred Stock are referred to herein as the “SPA Preferred Stock Shares.”

The Investor paid the $25 million purchase price for the SPA Preferred Stock Shares in the form of BONK tokens (the “Consideration Tokens”), based on the closing price of BONK tokens on August 10, 2025. The Consideration Tokens are held in the custodian wallet account designated and controlled by the Company’s Board of Directors (the “Board”).

On August 8, 2025, the Company also entered into a Revenue Sharing Agreement (the “Revenue Sharing Agreement”) with the Investor, pursuant to which the Company agreed to issue 100,000 shares of the Series C Preferred Stock, convertible into 5,118,493 shares of Common Stock at a conversion price of $0.5582 per share of Common Stock, in exchange for an amount equal to 10% of all gross revenue of LetsBonk.fun in perpetuity. The 100,000 shares of Series C Preferred Stock are referred to herein as the “RSA Preferred Stock Shares,” and the SPA Preferred Stock Shares and the RSA Preferred Stock Shares are collectively referred to herein as the “Preferred Stock Shares.” The Company recorded an asset representing the revenue sharing aggregate using a discounted cash flow analysis. As of December 31, 2025, the asset had a net value of $2,060,968 and is included in the accompanying consolidated balance sheet as an ‘other asset’. The asset is amortized over 4.25 years.

The Preferred Stock Shares cannot be converted into more than 19.99% of the currently outstanding shares of Common Stock until stockholder approval of such an issuance is obtained.

The conversion price and number of shares of Common Stock issuable upon conversion of the Preferred Stock Shares is subject to appropriate adjustment in the event of stock splits and subsequent rights offerings. There is no trading market available for the Preferred Stock Shares on any securities exchange or nationally recognized trading system. The Company does not intend to list the Preferred Stock Shares on any securities exchange or nationally recognized trading system.

The securities being offered and sold by the Company under the August Purchase Agreement and the Revenue Sharing Agreement have not been registered under the Securities Act and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The securities were offered only to accredited investors.

Pursuant to the August Purchase Agreement and the Revenue Sharing Agreement, on August 11, 2025, the Company filed a Certificate of Designation of Series C Preferred Stock with the Secretary of State of the State of Delaware (the “Series C Certificate of Designation”).

The stated value of the Series C Preferred Stock is $1,000 per share.

Holders of the Preferred Stock Shares are entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series C Preferred Stock are convertible on the basis of a conversion price of $1.00. The Holders shall vote together with the holders of shares of Common Stock as a single class. The Preferred Stock Shares cannot be voted on an “as converted basis” of more than 19.99% of the currently outstanding shares of Common Stock until shareholder approval of such voting rights is obtained.

Holders shall be entitled to receive, and the Company shall pay, dividends on Preferred Stock Shares equal (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock.

Upon any liquidation, dissolution or winding-up of the Company, the holders of Preferred Stock Shares shall be entitled to receive out of the assets of the Company the same amount that a holder of Common Stock would receive if the Preferred Stock Shares were fully converted (disregarding for such purposes any conversion limitations hereunder) to Common Stock which amounts shall be paid pari passu with all holders of Common Stock.

In the event that LetsBonk.fun ceases operations on or prior to the six-month anniversary of the original issuance date of the Preferred Stock Shares, then 50% of the Preferred Stock Shares issued shall be subject to automatic rescission and shall be returned to the Company for cancellation without further action by the Investor or the Company.

At all times when the Series C Preferred Stock remains issued and outstanding, (1) the holders of record of the shares of Series C Preferred Stock, exclusively and voting together as a separate class on an as-converted to Common Stock basis, shall be entitled to elect 50% of the directors of the Company (the “Preferred Directors”); and (2) the holders of record of the shares of Common Stock and of any other class or series of voting stock, exclusively and voting together as a single class on an as-converted to Common Stock basis, shall be entitled to elect the balance of the total number of directors of the Company (the “At-Large Directors”). If the holders of shares of the Series C Preferred Stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, then any directorship not so filled shall remain vacant until such time as the holders of the Series C Preferred Stock fill such directorship.

The Company and the Holders acknowledge and agree that the Company is entitled to receive 10% of all gross revenue generated by LetsBonk.fun (the “LB Interest”), as set forth in that certain Revenue Sharing Agreement. The rights of the Company to receive revenue under this Section are contractual rights derived through and governed by the Revenue Sharing Agreement and are not dividend rights under Delaware corporate law. In the event that LetsBonk.fun ceases operations on or prior to the six-month anniversary of the original issuance date of the Series C Preferred Stock (“Triggering Event”), then 50% of the Series C Preferred Stock issued shall be subject to automatic rescission and shall be returned to the Company for cancellation without further action by the Holder or the Company.

2026 Issuances:

Common Stock Payable

The following table summarizes the activity of the Company’s common stock payable for the three months ended March 31, 2026:

 Schedule of Common Stock Payable

The following table summarizes the issuances of the Company’s shares of common stock for the three months ended March 31, 2026: