v3.26.1
Capital Stock
3 Months Ended
Mar. 31, 2026
Capital Stock  
Capital Stock

Note 10 – Capital Stock

The Company’s certificate of incorporation, as amended and restated, authorizes the issuance of up to 100,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share.

On August 18, 2025, the Company effected a reverse stock split, whereby every three shares of the Company’s issued and outstanding common stock were converted automatically into one issued and outstanding share of common stock, without any change in the number of authorized shares of common stock or the par value per share.

All share and per share amounts have been retroactively restated to reflect the reverse stock split referenced above.

Common Stock

The Company had 6,108,264 and 4,224,146 shares of common stock issued and outstanding at March 31, 2026 and December 31, 2025, respectively.

Each holder of common stock is entitled to one vote for each share of common stock held on all matters submitted to a vote of the stockholders. The Company’s certificate of incorporation and amended and restated bylaws do not provide for cumulative voting rights.

The holders of common stock are entitled to receive dividends, if any, as may be declared by the Board out of legally available funds. Upon liquidation, dissolution or winding-up, the holders of common stock are entitled to share ratably in all assets legally available for distribution after payment of liabilities and satisfaction of any preferential rights of outstanding preferred stock.

Holders of common stock have no preemptive, conversion or subscription rights, and there are no redemption or sinking fund provisions applicable to common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock that the Company may designate and issue.

Preferred Stock

The Board of Directors is authorized to divide the preferred stock into any number of series, fix the designation and number of shares of each series, and determine or change the designation, relative rights, preferences and limitations of any series of preferred stock.

Series B Preferred Stock

On July 16, 2020, the Company designated approximately 5,194.81 shares as Series B Preferred Stock. As of March 31, 2026 and December 31, 2025, 475.56 shares of Series B Preferred Stock were issued and outstanding. Each share of Series B Preferred Stock has a liquidation preference equal to its stated value of $7,700 per share, plus any accrued and unpaid dividends.

As of March 31, 2026 and December 31, 2025, the Company had accrued dividends payable related to the Series B Preferred Stock of approximately $1.7 million and $1.6 million, respectively, which are included in accrued dividend payable on the condensed consolidated balance sheets.

Series C Preferred Stock

On January 5, 2021, the Company designated 75,000 shares as Series C Preferred Stock. As of March 31, 2026 and December 31, 2025, no shares of Series C Preferred Stock were issued and outstanding.

Series D Preferred Stock

On July 15, 2022, the Company designated 150 shares as Series D Preferred Stock. As of March 31, 2026 and December 31, 2025, no shares of Series D Preferred Stock were issued and outstanding.

Series E Preferred Stock

On July 15, 2022, the Company designated 150 shares as Series E Preferred Stock. As of March 31, 2026 and December 31, 2025, no shares of Series E Preferred Stock were issued and outstanding.

Series F Preferred Stock

On November 28, 2022, the Company designated 7,000 shares as Series F Preferred Stock. As of March 31, 2026 and December 31, 2025, no shares of Series F Preferred Stock were issued and outstanding.

Series H Preferred Stock

On September 30, 2025, the Company designated 38,801.546 shares of Series H Non-Voting Convertible Preferred Stock. As of March 31, 2026 and December 31, 2025, 38,801.546 shares of Series H Preferred Stock were issued and outstanding.

Each share of Series H Preferred Stock has a liquidation preference of $618.53 per share, resulting in an aggregate liquidation preference of approximately $24.0 million as of March 31, 2026.

The Series H Preferred Stock was issued to the shareholders of Grid AI Corp. as part of the consideration for the acquisition of Grid AI Corp. (See Note 3).

The Series H Preferred Stock is convertible into shares of the Company’s common stock, subject to stockholder approval, achievement of defined milestone events relating to the business of AMPX and certain beneficial ownership limitations. Following stockholder approval, each share is convertible at a stated conversion ratio, initially 1-for-1,000, subject to adjustment, and issuable in multiple tranches upon achievement of defined milestone events relating to the business of AMPX.

The Series H Preferred Stock does not have voting rights, except as required by law or as otherwise provided in the applicable Certificate of Designation, and is not redeemable.

As of and through March 31, 2026, no shares of Series H Preferred Stock had been converted into common stock.

Mezzanine Equity

Series G Preferred Stock

As of March 31, 2026 and December 31, 2025, the Company had 595.81 shares of Series G Convertible Preferred Stock issued and outstanding, representing a stated value of approximately $3.9 million.

On March 13, 2024, the Company issued 12,373.226 shares of Series G Convertible Preferred Stock in connection with the IMGX merger.

On December 31, 2025, the Company completed the rescission of the IMGX transaction pursuant to the Rescission Agreement, as amended. In connection with the rescission, 11,777.416 shares of Series G Convertible Preferred Stock issued in connection with the IMGX merger were cancelled and returned to the Company.

Following stockholder approval, each share of Series G Preferred Stock is convertible into 1,000 shares of the Company’s common stock, subject to certain beneficial ownership limitations.

The Series G Preferred Stock is classified as mezzanine equity because the shares may become redeemable for cash at the option of the holder upon the occurrence of certain events outside the control of the Company.

Holders of Series G Preferred Stock are entitled to receive dividends on an as-if-converted basis consistent with dividends declared on shares of common stock.

August 2025 Reverse Stock Split

On August 18, 2025, the Company effected a reverse stock split of its issued and outstanding common stock at a ratio of 1-for-3. As a result of the reverse stock split, every three shares of the Company’s issued and outstanding common stock were automatically converted into one share of common stock, without any change to the par value per share or the number of authorized shares. The reverse stock split proportionately adjusted the number of shares underlying the Company’s outstanding warrants and pre-funded warrants, and the corresponding exercise prices of such warrants were adjusted in accordance with their terms.

September 2025 Registered Direct Offering

During September 2025, the Company completed a registered direct offering consisting of shares of common stock, pre-funded warrants and common warrants. The Company received gross proceeds of approximately $3.0 million, before placement agent fees and offering expenses.

Pre-Funded Warrant Exercises

During the year ended December 31, 2025 and the three months ended March 31, 2026, holders exercised 262,617 pre-funded warrants to purchase shares of the Company’s common stock. The related issuances of common stock were recorded within stockholders’ equity.

Common Stock Issuances

During the three months ended March 31, 2026, warrants and pre-funded warrants to purchase an aggregate of 1,429,118 shares of common stock were exercised. Of this amount, 262,617 shares related to the exercise of pre-funded warrants.

Common warrant exercises during the period resulted in cash proceeds of approximately $454,628 and the settlement of outstanding promissory note obligations of approximately $653,303 through cancellation of such notes.

During the three months ended March 31, 2026, the Company issued an aggregate of 410,000 shares of common stock in connection with the vesting of restricted stock units and equity compensation arrangements.

During the three months ended March 31, 2026 the Company issue an aggregate of 45,000 shares in exchange for services rendered.

During the three months ended March 31, 2025, the Company issued an aggregate of 3,897 shares of common stock in connection with the vesting of restricted stock units.

In addition, certain warrant exercises during the period resulted in shareholder receivables of approximately $163,500 as of March 31, 2026, representing amounts due to the Company for shares issued in connection with warrant exercises that had not yet been settled in cash as of period end.

The Company had 6,108,264 shares of common stock issued and outstanding as of March 31, 2026.