11. SHARE CAPITAL AND ADDITIONAL PAID-IN CAPITAL AUTHORIZED

The Company has authorized share capital of 200,000,000 shares of Common Stock, Class A Non-Voting Common Stock, and Class B Non-Voting Common Stock, par value $0.001 per share.

As of December 31, 2025, the Company had 50,992,033 shares of Common Stock, 5,537,313 Class A Non-Voting Common Stock, and 9,089,107 Class B Non-Voting Common Stock outstanding. As of December 31, 2024, the Company had 44,667,815 shares of common stock, 5,537,313 Class A Non-Voting Common Stock, and 11,553,599 Class B Non-Voting Common Stock outstanding.

All classes of common stock share equally in dividends rights, liquidation preferences, redemption or call provisions, transfer restrictions or ownership limitations; and differences relate only to voting rights and conversion features.

Share conversion

During the years ended December 31, 2025 and 2024, 2,464,492 or $2,465 and 1,414,609 or $1,415 of Class B Non-Voting Common Stock were converted into Common Stock.

Share issuance

During the year ended December 31, 2025:

During the year ended December 31, 2024:

Share purchase warrants

Share-based payments

The maximum number of voting shares of common stock issuable pursuant to share-based payment arrangements, including stock options, restricted share units and performance share units, is 9,400,000.

Stock options

The Company grants stock options to directors, officers, employees and consultants as compensation for services, pursuant to its Incentive Stock Option Plan (the “Stock Option Plan”). The maximum price shall not be less than the closing price of the Company’s

shares on the last trading day preceding the date on which the grant of options is approved by the Board. Options have a maximum expiry period of ten years from the grant date. Vesting conditions are determined by the Board in its discretion with certain restrictions in accordance with the Stock Option Plan.

As of December 31, 2025, there were no stock options outstanding or exercisable.

The Company recognizes share-based payments expense for all stock options granted using the fair value based method of accounting. The fair value of stock options is determined by the Black-Scholes Option Pricing Model with assumptions for risk-free interest rates, dividend yields, volatility factors of the expected market price of the Company’s shares, forfeiture rate, and expected life of the options.

There were no stock options granted during the years ended December 31, 2025 and 2024.

Restricted share units

The Company grants restricted share units (“RSUs”) to directors, officers, employees and consultants as compensation for services, pursuant to its Amended Restricted Share Unit Plan (the “RSU Plan”). One restricted share unit has the same value as a Voting Share. The number of RSUs awarded and underlying vesting conditions are determined by the Board in its discretion.

At the election of the Board, upon each vesting date, participants receive (a) the issuance of voting shares of common stock from treasury equal to the number of RSUs vesting, or (b) a cash payment equal to the number of vested RSUs multiplied by the fair market value of a Voting Share, calculated as the closing price of the common stock on the CBOE CA for the trading day immediately preceding such payment date; or (c) a combination of (a) and (b).

On the grant date of RSUs, the Company determines whether it has a present obligation to settle in cash. If the Company has a present obligation to settle in cash, then the RSUs are accounted for as liabilities, with the fair value remeasured at the end of each reporting period and at the date of settlement, with any changes in fair value recognized in profit or loss for the period. The Company has a present obligation to settle in cash if the choice of settlement in shares has no commercial substance, or the Company has a past practice or a stated policy of settling in cash, or generally settles in cash whenever the counterpart asks for cash settlement.

If no such obligation exists, then RSUs are accounted for as equity settled share-based payments and are valued using the share price on grant date. Upon settlement:

During the years ended December 31, 2025 and 2024, the Company recognized total share-based payments expense with respect to stock options, RSUs and employees’ stock purchase plan of $2.7 million and $1.7 million, respectively, as recorded in Salaries, Wages, & Benefits on the Company’s Statement of Operations.

The remaining compensation that has not been recognized as of December 31, 2025 and 2024 with regards to RSUs and the weighted average period they will be recognized are $2.1 million and 1.62 years and $2.4 million and 1.99 years, respectively.

Employee Stock Purchase Plan

In September 2021, the Board adopted the GlobalX 2021 Employee Stock Purchase Plan (“ESPP”). There are 2 offering periods that the employees make contributions to the plan. The first offering period starts from May 16th to October 31st and the second offering period starts from November 1st to May 15th of each year. Eligible employees may purchase up to a maximum of 10,000 shares of the Company’s common stock per offering through payroll deductions at a price equal to 85% of the lower of the fair market values of the stock as of the beginning and the end of such six-month offering periods. An employee’s payroll deductions under the ESPP are limited to 15% of the employee’s compensation and an employee may not purchase more than $25,000 of stock during any calendar year in which the employee’s option to purchase stock under the ESPP is outstanding at any time.

At the Annual Meeting of Stockholders of the Company held on November 22, 2024, the Company’s stockholders approved an amendment to the Company’s Employee Stock Purchase Plan (the “Plan”). The amendment was approved by Company’s Board, subject to the approval of Company’s stockholders, and became effective with such stockholder approval on November 22, 2024.

As a result of such stockholder approval, the Plan was amended to increase the number of shares authorized for issuance under the Plan by 3,000,000 shares (from 1,000,000 shares to 4,000,000 shares).

During 2025 and 2024, the Company issued 478,849 and 752,208 shares of common stock under the ESPP and recorded proceeds on issuance of such shares of $0.3 million and $0.4 million, respectively.

As of December 31, 2025 and 2024, total recognized equity-based compensation costs related to the ESPP totaled $0.3 million and $0.1 million, respectively.

ESPP payroll contributions accrued at December 31, 2025 and December 31, 2024 each totaled $0.1 million, and are included within accrued expenses in the consolidated balance sheets. Employee payroll contributions used to purchase shares under the ESPP will be reclassified to stockholders’ equity at the end of the offering period.