v3.26.1
STOCKHOLDERS EQUITY
 3 Months Ended
Mar. 31, 2026
Equity [Abstract]  
STOCKHOLDERS EQUITY

Note 5 – Stockholders’ Deficit

 

Stock Options

  

   Number of Shares   Weighted Average Strike Price/Share   Weighted Average Remaining Contractual Term (Years)   Weighted Average Grant Date Fair Value/Share  

 

Intrinsic

Value

 
Balance, December 31, 2025   6,716,500    0.65    6.48    0.63          - 
Granted   2,000,000    0.49    6.9    0.13    - 
Forfeited   -    -    -    -    – 
Exercised   -    –    –    –    – 
Expired   -    -    -    -    - 
Balance, March 31, 2026   8,716,500    0.80    8.3    0.67    - 
Vested and exercisable, March 31, 2026   6,054,834    0.44    6.0    0.47    - 
Unvested, March 31, 2026   2,661,666   $0.65    7.4   $0.62   $- 

 

As of March 31, 2026, the Company had 8,716,500 outstanding stock options outstanding - 6,291,500 outstanding options had a time-based vesting requirement and 2,425,000 with performance-based vesting requirement, as follows:

 

   Time-based   Performance-based 
VP - Corporate Development   500,000    500,000 
CEO   3,750,000    1,750,000 
VP - Senior Counsel   175,000    175,000 
Terminated employees - vested   212,500    - 
Non-employees -Vested on issuance   1,654,000    - 
Total   6,291,500    2,425,000 

 

 

The outstanding performance-based awards are as follows:

 

    VP – Corporate Development     CEO     VP- Senior Counsel     Total  
Milestone 1     100,000       350,000       35,000       485,000  
Milestone 2     100,000       350,000       35,000       485,000  
Milestone 3     100,000       350,000       35,000       485,000  
Milestone 4     100,000       350,000       35,000       485,000  
Milestone 5     100,000       350,000       35,000       485,000  
Total     500,000       1,750,000       175,000       2,425,000  

 

For the three months ended March 31, 2026 and 2025, the total equity-based compensation expense was approximately $322,000 and $42,000, respectively.

 

In March 2026, the Company entered into an employment agreement with its CEO. As a sign-on bonus, the CEO received a non-qualified stock option (the “Bonus Options”) to purchase 2,000,000 shares of the Company’s common stock at a price of $0.49 per share. The Bonus Options vested immediately with an expiration date of March 26, 2033. The Bonus Options grant date fair value of $260,000 was calculated using the Black-Scholes fair value option-pricing model with key input variables provided by management, as of the date of issuance: volatility of 227.99%, the fair value of common stock $0.14, estimated life of 3.5, risk-free rate of 4.0% and dividend rate of nil.

 

In January 2025, the Company issued to the Vice President and Sr. Counsel, Real Estate, Land Use and Governmental Affairs, a non-qualified stock option agreement for the purchase of 350,000 shares of the Company’s common stock for an exercise price of $1.99 per share, which was the fair value of the Company’s common stock on the grant date. The option vests as to 350,000 shares of common stock as follows:

 

  ● The option became exercisable as to 43,750 shares of common stock on January 16, 2026 and shall vest and become exercisable as to an additional 43,750 shares of common stock on each of January 16, 2027, January 16, 2028, and January 16, 2029 provided that the optionee is a consultant, an employee or a Board member in good standing with the Company on such applicable vesting date.
  ● The option vests as to the remaining 175,000 shares of common stock based on the employee completing the modified milestones, as disclosed above.

 

The Company’s management has accounted for the options in accordance with ASC 718, which requires the Company to estimate the service period over which the compensation cost will be recognized. Management has estimated that the first and second development phase (a) and (b) will be completed by December 31, 2025, the third development phase (c) by March 31, 2026, and the fourth and fifth development phases (d) and (e) by June 30, 2029. The estimated service period will be adjusted for actual and expected completion date changes. Any such change will be recognized prospectively, and the remaining deferred compensation will be recognized over the remaining service period.

 

The option grant date fair value of $690,000 was calculated using the Black-Scholes fair value option-pricing model with key input variables provided by management, as of the date of issuance: volatility range 223.09 to 237.39%, the fair value of common stock $1.99, estimated life range 4.5 to 5.25 years, risk-free rate of 4.45% and dividend rate of nil. For the nine months ended September 30, 2025, the Company recognized compensation expense of approximately $90,000 related to time-based equity awards, which was recorded as equity-based compensation. During the same period, the Company recorded a reversal of approximately $54,000 of performance-based compensation expense that had been capitalized in prior periods as data center campus costs. This amount was recorded as abandoned project costs, upon the determination that the related project would not be completed.

 

 

In November 2024, the Company issued to a consultant a non-qualified stock option to purchase 350,000 shares of the Company’s common stock at an exercise price of $5.00 per share, the fair market value of the Company’s common stock as of the November 15, 2024 grant date. In May 2025, the Company terminated the contract with the consultant. As of the termination date, none of the stock options were vested. As a result, the stock option to purchase the 350,000 shares of the Company’s common stock was forfeited and the associated compensation expense of approximately $366,000 was recaptured and classified as abandoned project costs.

 

In April 2024, the Company awarded its Chief Strategy and Development officer a non-qualified stock option to purchase 1,000,000 shares of the Company’s common stock at a purchase price of $2.62 per share, which was the fair market value of the Company’s common stock on the date of issuance. In January 2025, the Company terminated the employment agreement. As of the termination date, the employee vested the options as to 168,750 shares of common stock, the options to purchase the remaining 831,250 shares of common stock was cancelled and the associated compensation expense capitalized in the prior year of approximately $986,000 was recaptured and classified as abandoned project costs.

 

In December 2023, the Board of Directors approved the issuance of stock options to the Company’s then CEO (now VP – Corporate Development) and then COO (now CEO) for the purchase of 1,000,000 shares of common stock with an exercise price of $0.54, per share, which was the fair market value of the Company’s common stock on the date of issuance. For the nine months ended September 30, 2025, the Company recognized compensation expense of approximately $71,000 related to time-based equity awards, and upon the determination that the related project would not be completed recorded a reversal of approximately $135,000 for performance-based awards, both of which were recorded as equity-based compensation. During the same period, the Company recorded a reversal of approximately $225,000 of performance-based compensation expense that had been capitalized in prior periods as data center campus costs. The $225,000 was recorded to abandoned project costs, upon the determination that the related project would not be completed.

 

In December 2023, the Board of Directors approved the issuance of stock options to two consultants, an executive advisor and a data center development advisor, for the purchase of 350,000 and 350,000, respectively, shares of common stock (collectively “2023 Consultant Options”) with an exercise price of $0.54, per share, which was the fair market value of the Company’s common stock on the date of issuance. In January 2025, both of the consultants were terminated. As of the termination date, one the options had vested as to 43,750 shares of common stock and the option for the remaining 306,250 shares of common stock was cancelled. The other option was cancelled in its entirety. The associated compensation expense capitalized in the prior year of approximately $87,000 was recaptured and classified as abandoned project costs.

 

In June 2023, the Board of Directors approved the issuance of stock options to the Company’s then COO (now CEO) for the purchase of 1,000,000 shares of common stock with an exercise price of $0.54, per share, which was the fair market value of the Company’s common stock on the date of issuance. In June 2023, as part of an employment agreement an executive was granted an incentive stock option and a non-qualified stock option to purchase 600,000 and 1,900,000, respectively, shares of the Company’s common stock for $0.50 per share. The stock options are exercisable for a period of seven years from the date of grant, which was June 19, 2023. For the nine months ended September 30, 2025, the Company recognized compensation expense of approximately $49,000 related to time-based equity awards, and upon the determination that the related project would not be completed recorded a reversal of approximately $101,000 for performance-based awards, both of which were recorded as equity-based compensation. During the same period, the Company recorded a reversal of approximately $303,000 of performance-based compensation expense that had been capitalized in prior periods as data center campus costs. The $303,000 was recorded to abandoned project costs, upon the determination that the related project would not be completed.

 

Warrants

 

The following table summarized warrants outstanding as of March 31, 2026:

 

   Number of Shares   Weighted Average Strike Price/Share   Weighted Average Remaining Contractual Term (Years)   Weighted Average Grant Date Fair Value/Share  

Intrinsic

Value

 
Balance, December 31, 2025   11,504,678    0.81    3.84    0.68    - 
Granted   -    -    -    -    – 
Forfeited   -    -    -    -    – 
Exercised   -    -    -    –    – 
Expired   -    -    -    -    - 
Balance, March 31, 2026   11,504,678    0.81    3.6    0.68    - 
Vested and exercisable, March 31, 2026   11,504,678    0.81    3.6    0.68    - 
Unvested, March 31, 2026   –   $–    –   $–   $–