Stockholders’ Equity |
12 Months Ended |
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Dec. 31, 2025 | |
| Equity [Abstract] | |
| Stockholders’ Equity | Note 13 – Stockholders’ Equity
Reverse Stock Split (March 2025)
On February 24, 2025, the Company’s board of directors approved a reverse stock split of the Company’s common stock at a ratio of 1-for-12 and also approved a proportionate decrease in its authorized common stock to shares from . The reverse stock split took effect on March 18, 2025. All share information included in this Form 10-K has been reflected as if the reverse stock split occurred as of the earliest period presented.
Reverse Stock Split (July 2025)
On June 30, 2025, the Company’s board of directors approved a reverse stock split of the Company’s common stock at a ratio of 1-for-3 and also approved a proportionate decrease in its authorized common stock to shares from . The reverse stock split took effect on July 21, 2025. All share information included in this Form 10-K has been reflected as if the reverse stock split occurred as of the earliest period presented.
Increase in Authorized Common Stock
On July 23, 2025, the stockholders of the Company approved an amendment to the Company’s Amended and Restated Articles of Incorporation to increase its number of authorized shares of common stock from to . On July 23, 2025, the Company filed a Certificate of Amendment to its Articles of Incorporation to increase its authorized shares of common stock from shares to shares.
Reverse Stock Split (Nov 2025)
On November 26, 2025, the Company’s board of directors approved a reverse stock split of the Company’s common stock at a ratio of 1-for-8 and also approved a proportionate decrease in its authorized common stock to shares from . The reverse stock split took effect on November 28, 2025. All share information included in this Form 10-K has been reflected as if the reverse stock split occurred as of the earliest period presented.
Series C-1 Preferred Stock
On October 14, 2024, the Company filed with the Nevada Secretary of State a Certificate of Designation (the “Series C-1 Certificate of Designation”) of Series C-1 Convertible Preferred Stock (the “Series C-1 Preferred”) which sets forth the rights, preferences, and privileges of the Series C-1 Preferred. shares of Series C-1 Preferred with a stated value of $ per share were authorized under the Series C-1 Certificate of Designation.
Each share of Series C-1 Preferred had a stated value of $, which was convertible into shares of the Company’s common stock at a conversion price equal to $1,481.945 per share, subject to adjustment. The Series C-1 Preferred could not be converted into shares of the Company’s common stock unless and until the Company’s stockholders approved the issuance of common stock upon conversion of the Series C-1 Preferred. Each share of Series C-1 Preferred would automatically convert into the Company’s common stock if the Company’s stockholders approved the issuance, except that the Company could not effect such conversion if, after giving effect to the conversion or issuance, the holder, together with its affiliates, would beneficially own in excess of 19.99% of the Company’s outstanding common stock.
Commencing on the ninety-first (91st) day after the first issuance of any Series C-1 Preferred, the holders of Series C-1 Preferred became entitled to receive dividends on the stated value at the rate of two percent (2%) per annum, payable in shares of the Company’s common stock at the conversion price. Such dividends were to continue to accrue until paid. Such dividends would not be paid in shares of the Company’s common stock unless and until the Company’s stockholders approved the issuance of common stock upon conversion of the Series C-1 Convertible Preferred Stock. The holders of Series C-1 Preferred were also entitled to receive a pro-rata portion, on an as-if convertible basis, of any dividends payable on common stock.
The Series C-1 Preferred ranked senior to the Company’s common stock and junior to the Series C-2 Preferred (as defined below). Subject to the rights of the holders of any senior securities, in the event of any voluntary or involuntary liquidation, dissolution, or winding up, or sale of the Company, each holder of Series C-1 Preferred was entitled to receive its pro rata portion of an aggregate payment equal to the amount as would be paid on the Company’s common stock issuable upon conversion of the Series C-1 Preferred, determined on an as-converted basis, without regard to any beneficial ownership limitation.
Other than those rights provided by law, the Series C-1 Preferred had no voting rights. Prior to the filing of the certificate of amendment to the Series C-1 Certificate of Designation (described below), the Series C-1 Preferred were not redeemable.
On January 14, 2025, the Company consummated the Jan 2025 Offering (as defined below). Upon completion of this offering, the Company no longer had sufficient authorized but unissued common stock available to cover all of its outstanding Series C-1 Preferred. Under the Company’s sequencing policy, authorized but unissued common stock is allocated first to currently exercisable equity instruments and then to instruments requiring shareholder approval. Because the Series C-1 Preferred required shareholder approval, it did not have sufficient authorized but unissued common stock available and therefore was classified as mezzanine (temporary) equity as of January 14, 2025.
On May 28, 2025, the Company filed with the Nevada Secretary of State a certificate of amendment to the Series C-1 Certificate of Designation pursuant to which, the Company was entitled to redeem the Series C-1 Preferred, at the Company’s option, at any time or from time to time upon not less than 2 calendar days written notice to the holders prior to the date fixed for redemption thereof, at a redemption price of shares of Class A Common Stock of NTI for each share of Series C-1 Preferred being redeemed.
On May 28, 2025, the Company gave notice to the holders of the Series C-1 Preferred that the Company elected to redeem, and would redeem, on May 31, 2025, all of the issued and outstanding shares of its Series C-1 Preferred (including any accrued but unpaid dividends) at a redemption price of shares of Class A Common Stock of NTI for each share of C-1 Preferred being redeemed. The redemption became effective on the following business day, June 2, 2025.
Series C-2 Preferred Stock
On October 14, 2024, the Company filed with the Nevada Secretary of State a Certificate of Designation (the “Series C-2 Certificate of Designation”) of Series C-2 Convertible Preferred Stock (the “Series C-2 Preferred”) which sets forth the rights, preferences, and privileges of the Series C-2 Preferred. shares of Series C-2 Preferred with a stated value of $ per share were authorized under the Series C-2 Certificate of Designation.
Each share of Series C-2 Preferred has a stated value of $, which, along with any additional amounts accrued thereon pursuant to the terms of the Series C-2 Certificate of Designation (collectively, the “Conversion Amount”) is convertible into shares of the Company’s common stock at a an initial conversion price equal to $992.60 per share, subject to adjustment as set forth in the C-2 Certificate of Designation. Following the Company’s stockholders approval of the issuance of common stock upon conversion of the Series C-2 Convertible Preferred Stock, each share of Series C-2 Preferred became convertible into the Company’s common stock at the option of the holder of such Series C-2 Preferred shares, except that the Company may not effect such conversion if, after giving effect to the conversion or issuance, the holder, together with its affiliates, would beneficially own in excess of 9.99% of the Company’s outstanding common stock.
Commencing on the ninety-first (91st) day after the first issuance of any Series C-2 Preferred, the holders of Series C-2 Preferred were entitled to receive dividends on the stated value at the rate of ten percent (10%) per annum, payable in shares of the Company’s common stock, with each payment of a dividend payable in shares of the Company’s common stock at a conversion price of eighty-five percent (85%) of the average of the volume weighted average price of the Company’s common stock for the five (5) trading days before the applicable dividend date. Such dividends continued to accrue until paid. Such dividends would not be paid in shares of the Company’s common stock unless and until the Company’s stockholders approve the issuance of common stock upon conversion of the Series C-2 Preferred. The holders of Series C-2 Preferred were also be entitled to receive a pro-rata portion, on an as-if convertible basis, of any dividends payable on common stock.
The Series C-2 Preferred ranks senior to the Company’s common stock and to the Series C-1 Preferred. Subject to the rights of the holders of any senior securities, in the event of any voluntary or involuntary liquidation, dissolution, or winding up, or sale of the Company, each holder of Series C-2 Preferred shall be entitled to receive its pro rata portion of an aggregate payment equal to the greater of (a) 125% of the Conversion Amount with respect to such shares, and (b) the amount as would be paid on the Company’s common stock issuable upon conversion of the Series C-2 Preferred, determined on an as-converted basis, without regard to any beneficial ownership limitation.
Other than those rights provided by law, the Series C-2 Preferred has no voting rights. The Series C-2 Preferred was only redeemable upon a “Bankruptcy Triggering Event” or a “Change of Control” that may have occurred after May 9, 2025. Due to the Series C-2 Preferred being redeemable under these triggering events it was classified as mezzanine equity until it was amended on June 27, 2025, to remove the triggering event redemption (as noted below). As the Company did not have sufficient authorized but unissued common stock, the Series C-2 Preferred remained classified as mezzanine equity. Following shareholder ratification of the increase in authorized shares on July 23, 2025, the Series C-2 Preferred was reclassified as permanent equity.
On May 23, 2025, the Company filed with the Nevada Secretary of State the Certificate of Amendment to the Series C-2 Certificate of Designation pursuant to which, among other things, holders of Series C-2 Preferred are entitled to receive dividends payable in Series C-2 Preferred, subject to meeting certain conditions (the “Equity Conditions”).
In addition, upon issuance of AIR Preferred Shares (as defined below), the conversion price of the Series C-2 Preferred shall be deemed to be the lowest of (i) the conversion price as in effect on the date that the Holder exercises its Additional Investment Right (as defined above), and (ii) the greater of (x) the Floor Price (as defined in the Certificate of Amendment to the Series C-2 Certificate of Designations) and (y) 85% of the arithmetic average of the three (3) lowest VWAPs during the ten (10) trading days prior to the date of the exercise of the Additional Investment Right.
On June 27, 2025, the Company filed with the Nevada Secretary of State a Certificate of Amendment to Certificate of Designation of the Series C-2 Non-Voting Convertible Preferred Stock of the Company (the “2nd Certificate of Amendment”), which amends and restates the rights, preferences, and privileges of the Series C-2 Preferred. Twenty thousand () shares of Series C-2 Preferred with a stated value of $ per share were authorized under the 2nd Certificate of Amendment.
The 2nd Certificate of Amendment removed the “Bankruptcy Triggering Event” and “Change of Control” redemption rights.
Additional Investment Right
Effective as of May 23, 2025, the Company and FNL entered into an agreement to amend that certain Securities Purchase Agreement, dated as of January 3, 2024, between FNL and NTI (the “Securities Purchase Agreement”) to provide that, for so long as the Amended and Restated Debenture or shares of Series C-2 Preferred are outstanding, FNL shall have the right (the “Additional Investment Right”), exercisable at any time and from time to time, beginning on or after May 23, 2025, to purchase up to $10,000,000 of aggregate stated value of additional shares of Series C-2 Preferred (the “AIR Preferred Shares”), provided that any Additional Investment Right may only be exercised in a minimum amount of $500,000 of AIR Preferred Shares. The AIR Preferred Shares shall have the same terms as the Series C-2 Preferred then outstanding, provided that, upon issuance of AIR Preferred Shares, the conversion price in the AIR Preferred Shares and Series C-2 Preferred shall be deemed to be the lowest of (i) the conversion price as in effect on the date that the Holder exercises such Additional Investment Right, and (ii) the greater of (x) the Floor Price (as defined in the Certificate of Amendment to the Series C-2 Certificate of Designation) and (y) 85% of the arithmetic average of the three (3) lowest VWAPs during the ten (10) trading days prior to the date FNL Purchaser exercises its Additional Investment Right. In consideration of the foregoing, the Company agreed to issue an additional shares of Series C-2 Preferred to FNL.
On June 26, 2025, FNL exercised its Additional Investment Right to acquire shares of Series C-2 Preferred, with an aggregate stated value of $500,000, for $500,000 in cash. No gain or loss was recognized on this transaction. As a result of the exercise, the conversion price on the Series C-2 Preferred adjusted to $22.80. The Series C-2 Preferred issued pursuant to this exercise were sold and issued, and the shares of common stock issuable thereunder will be sold and issued, without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and/or Rule 506 promulgated thereunder as transactions not involving a public offering.
On June 30, 2025, the Company and FNL entered to an Amendment to Securities Purchase Agreement (the “Amendment”) to allow FNL to elect, under the Additional Investment Right, to purchase the AIR Preferred Shares for cash (an “AIR Purchase”) or to exchange the AIR Preferred Shares for all or a portion of the Amended and Restated Debenture, with the aggregate stated value of such AIR Preferred Shares received in such exchange equal to the principal amount of the Amended and Restated Debenture so exchanged, plus any accrued and unpaid interest thereon (an “AIR Exchange”). Any Additional Investment Right may only be exercised in a minimum amount of $200,000 of AIR Preferred Shares.
On June 30, 2025, the Company entered into an inducement letter agreement (the “AIR Exercise and Reload Agreement”) with FNL, pursuant to which FNL agreed to exercise its Additional Investment Right to acquire shares of Series C-2 Preferred, with an aggregate stated value of $1,800,000, in exchange for $1,800,000 in principal amount, plus accrued and unpaid interest thereon of the Amended and Restated Debenture. Pursuant to the AIR Exercise and Reload Agreement, FNL agreed to exercise its Additional Investment Right in consideration for the Company’s agreement to issue shares of new unregistered Series C-2 Preferred to FNL. The Company recognized a $692,270 extinguishment loss associated with this transaction. See Note 11 – Notes Payable for additional information on the extinguishment of the Amended and Restated Debenture.
During the third quarter of 2025 FNL exercised its Additional Investment Right to acquire shares of Series C-2 Preferred, with an aggregate stated value of $1,650,000, for $1,650,000 in cash. No gain or loss was recognized on these transactions. As a result of these exercises, the conversion price on the right to additionally acquire Series C-2 Preferred adjusted to $28.564. The Series C-2 Preferred issued pursuant to these exercises were sold and issued, and the shares of common stock issuable thereunder will be sold and issued, without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and/or Rule 506 promulgated thereunder as transactions not involving a public offering.
On August 21, 2025, the Company and FNL agreed to reduce the outstanding principal amount of the Second Amended and Restated Debenture by $1,300,000 in exchange for receipt of shares of the Company’s Series C-2 Preferred pursuant to an additional investment right previously granted to FNL with aggregated stated value of $1,300,000. In consideration thereof, the Company agreed to issue shares of additional C-2 Preferred to FNL.
On September 29, 2025, the Company and FNL entered into an exchange agreement pursuant to which FNL agreed to exchange the Second Amended and Restated Debenture held by FNL for receipt of shares of Series C-2 Preferred with an aggregated stated value of $1,334,000. In consideration thereof, the Company agreed to issue additional shares of Series C-2 Preferred to FNL. The Company recognized an $876,165 extinguishment loss associated with this transaction. See Note 11 – Notes Payable for additional information on the extinguishment of the Second Amended and Restated Debenture.
During the fourth quarter of 2025 FNL exercised its Additional Investment Right to acquire shares of Series C-2 Preferred, with an aggregate stated value of $700,000, for $700,000 in cash. No gain or loss was recognized on these transactions. As a result of these exercises, the conversion price on the right to additionally acquire Series C-2 Preferred adjusted to $25.14. The Series C-2 Preferred issued pursuant to these exercises were sold and issued, and the shares of common stock issuable thereunder will be sold and issued, without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and/or Rule 506 promulgated thereunder as transactions not involving a public offering.
As of December 31, 2025, the Company recognized $718,616 in dividends for the Series C-2 Preferred, of which $594,616 was issued as additional Series C-2 Preferred and $124,000 was accrued.
Jan 2025 Public Offering
On January 14, 2025, the Company, consummated a public offering (the “Jan 2025 Offering”) of units, each consisting of either one share of common stock, or one pre-funded warrant to purchase one share of common stock (“Jan 2025 PFW”) in lieu thereof, and one warrant to purchase one share of common stock at an offering price of $ per unit. The warrants are exercisable from and after the date of their issuance and expire on the five-year anniversary of such date, at an exercise price of $1,008.00 per share of common stock. Each January 2025 PFW was immediately exercisable at an exercise price of $0.144 per share and have been exercised in full as of the date hereof.
Also in connection with the Jan 2025 Offering, on January 13, 2025, the Company entered into a placement agency agreement with Maxim Group LLC (“Maxim”), pursuant to which (i) the Maxim agreed to act as lead placement agent on a “best efforts” basis in connection with the Jan 2025 Offering, and (ii) the Company agreed to pay the Maxim an aggregate fee equal to 6.5% of the gross proceeds raised in the Jan 2025 Offering (or 5.0% in the case of certain investors) and warrants to purchase up to 519 shares of common stock at an exercise price of $1,260.00 per share (the “Jan 2025 Placement Agent Warrants”). The Jan 2025 Placement Agent Warrants are exercisable at any time after the six-month anniversary of the closing date, from time to time, in whole or in part, until five (5) years from the commencement of sales of the securities in the Jan 2025 Offering.
The Company received net proceeds of $8,747,880 from the Jan 2025 Offering.
In connection with the Jan 2025 Offering, the Company entered into a Preferred Stock Redemption Agreement with a holder of the Company’s Series C-2 Convertible Preferred Stock pursuant to which the Company agreed to purchase and acquire from the holder shares of C-2 Preferred Stock for $4,000,000.
December 2025 Private Placement
On December 2, 2025, the Company, entered into a securities purchase agreement (the “Dec 2025 Securities Purchase Agreement”) with an institutional investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell securities of the Company, in the aggregate amount of approximately $4,000,000, comprised of shares of common stock, pre-funded common stock purchase warrants to purchase shares of common stock (the “Pre-Funded Warrants”), and common stock purchase warrants to purchase 946,746 shares of common stock (the “Common Warrants”), to the Purchaser in a private placement (the “Dec 2025 Private Placement”). The Common Warrants are exercisable from and after the Stockholder Approval Date (as defined in the Common Warrants) and expire on the five-year anniversary of such date, at an exercise price of $8.45 per share of Common Stock, subject to adjustment therein. Each Pre-Funded Warrant is immediately exercisable at an exercise price of $0.0005 per share and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.
The gross proceeds from the Dec 2025 Private Placement before deducting expenses were approximately $4,000,000, excluding placement agent fees and other offering expenses.
Also in connection with the Dec 2025 Private Placement, on December 2, 2025, the Company entered into a placement agency agreement (the “Dec 2025 Placement Agency Agreement”) with Maxim, pursuant to which (i) Maxim agreed to act as exclusive placement agent on a “reasonable best efforts” basis in connection with the Dec 2025 Private Placement, and (ii) the Company agreed to pay Maxim an aggregate fee equal to 8.0% of the gross proceeds raised in the Dec 2025 Private Placement and warrants to purchase up to 23,669 shares of common stock at an exercise price of $10.5625 per share (the “Dec 2025 Placement Agent Warrants”). The Dec 2025 Placement Agent Warrants are exercisable at any time on or after the Filing Date (as defined in the Common Warrant) (the “Initial Exercise Date”), from time to time, in whole or in part, until five (5) years from the Initial Exercise Date. Additionally, the Company reimbursed Maxim for certain expenses and legal fees up to $50,000.
Year Ended December 31, 2025
In January 2025, the Company issued shares of common stock pursuant to the Jan 2025 Offering. The securities issued were offered pursuant to the Company’s registration statement on Form S-1, initially filed by the Company with the SEC under the Securities Act on December 17, 2024, and declared effective on January 13, 2025.
In January 2025, the Company issued 73 shares of common stock upon the cashless exercise of the FirstFire Warrants. The Company did not receive any cash proceeds from this issuance.
During the first nine months of 2025, the Company issued shares of common stock upon the exercise of the January 2025 PFWs. These shares were issued pursuant to the Company’s registration statement on Form S-1, as amended (File No. 333-283872) initially filed by the Company with the SEC on December 17, 2024, and declared effective on January 13, 2025.
In May 2025, the Company issued shares of common stock upon the exercise of the FNL warrants.
In May 2025, the Company issued 319 shares of common stock upon the cashless exercise of the NAYA Acquisition Pre-funded Warrants. These shares were issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The Company did not receive any cash proceeds from this issuance.
In June 2025, the Company issued shares of common stock upon conversion of $250,000 of the Amended and Restated Debenture.
In July 2025, the Company issued shares of common stock upon conversion of $312,101 of the Amended and Restated Debenture.
In August and September 2025, the Company issued shares of common stock upon conversion of $427,860 of the Second Amended and Restated Debenture.
In December 2025, the Company issued shares of common stock pursuant to the Dec 2025 Securities Purchase Agreement.
During 2025, the Company issued shares of common stock upon the conversion of shares of Series C-2 Preferred.
During 2025, the Company issued shares of common stock to consultants in consideration of services rendered. The shares were issued under the Company’s 2019 Stock Incentive Plan (the “2019 Plan”).
During 2025, the Company issued shares of common stock to consultants in consideration of services rendered. These shares were issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
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