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

5. STOCKHOLDERS’ EQUITY (DEFICIT)

 

Preferred Stock

 

The Company has authorized 10,000,000 shares of preferred stock. These shares may be issued in series with such rights and preferences as may be determined by the board of directors.

 

Series A Convertible Redeemable Preferred Stock

 

The Company’s Board of Directors has authorized 2,000,000 shares of $2.00 stated value, Series A Preferred Stock. The preferred stock has a senior liquidation preference value of $2.00 per share and does not bear dividends.

 

As of March 31, 2026 and December 31, 2025, the Company has 200,500 shares of Series A Preferred Stock outstanding.

 

 

Series D Convertible Preferred Stock

 

The Company has established a class of preferred stock designated Series D Convertible Preferred Stock (“Series D preferred stock”) and authorized an aggregate of 1,000,000 non-voting shares with a stated value of $1.00 per share. Holders of the Series D preferred stock are entitled to receive dividends at the annual rate of 8% based on the stated value per share computed on the basis of a 360-day year and twelve 30-day months. Dividends are cumulative, shall be declared quarterly, and are calculated from the date of issue and payable on the 15th day of April, July, October, and January. The dividends may be paid, at the option of the holder either in cash or by the issuance of shares of the Company’s common stock valued at the market price on the dividend record date. Shares of the Series D preferred stock are redeemable at the Company’s option. At the option of the holder, shares of the Series D preferred stock plus any declared and unpaid dividends are convertible to shares of the Company’s common stock at a conversion rate of $1.00 per share.

 

As of March 31, 2026 and December 31, 2025, the Company had 325,000 and 375,000 shares of Series D Preferred Stock outstanding. During the three months ended March 31, 2026 the Company repurchased 50,000 shares of preferred stock for $50,000.

 

For the three months ended March 31, 2026, and 2025, the Company declared $7,500 and $15,000 in preferred dividends, respectively.

 

Common Stock

 

The Company’s Board of Directors has authorized 800,000,000 shares of $0.05 par value, Class A Common Stock and 200,000,000 shares of $0.05 par value, Class B Common Stock. As of March 31, 2026 and December 31, 2025, the Company has 3,067,059 shares of common stock outstanding.

 

Common Stock Warrants

 

As of March 31, 2026 and December 31, 2025, the Company had 177,500 of outstanding warrants to purchase common stock at $2.25 and a weighted average remaining term of 1.75 years and 2.0 years, respectively. The aggregate intrinsic value of common stock warrants outstanding as of March 31, 2026 and December 31, 2025 was $346,125 and $0, respectively.

 

Activity for the three months ended March 31, 2026, related to common stock warrants is as follows:

 

   March 31, 2026 
   Number of  

Weighted Average

 
   Warrants   Exercise Price 
         
January 1, 2026 Balance   177,500   $2.25 
Exercised   -    - 
Expired   -    - 
           
March 31, 2026 Balance   177,500   $2.25