Note 9 – Stockholders’ Equity

Common Stock

As of March 31, 2026, the Company had 100,000,000 shares of authorized common stock, of which 12,368,008 shares were issued and outstanding.

Preferred Stock

As of March 31, 2026, the Company had 10,000,000 shares of authorized preferred stock, of which 1,000 shares were designated as Series D Preferred Stock, of which 250 shares were issued and outstanding.

In October 2023, the Company entered into a Preferred Stock Purchase Agreement (the “October 2023 Purchase Agreement”) with a single investor, pursuant to which the Company agreed to issue and sell to the investor in a private placement (the “Private Placement”) 1,000 shares of the Company’s Series D Preferred Stock, par value $0.01 per share (the “Preferred Stock”) at a price of $1,000 per share for expected aggregate gross proceeds of $1.0 million before deducting offering expenses. The investor funded $250,000 of the purchase price under the October 2023 Purchase Agreement in November 2023 and was issued 250 shares in consideration for the partial payment. As of March 31, 2026, all 250 Series D Preferred Shares remain outstanding and the remaining $750,000 of the purchase price remains unpaid. The Company reserves all rights and remedies arising from the investor’s failure to close the transaction, and the Company continues to consider the investor in breach of the Purchase Agreement until the remaining amount is paid in full.

Pursuant to the October 2023 Purchase Agreement, the Company filed a certificate of designation (the “Series D Certificate of Designation”) with the Secretary of State of the State of Delaware designating the rights, preferences and limitations of the shares of preferred stock. The Series D Certificate of Designation provides that the shares of preferred stock have a stated value of $1,000 per share and are convertible into shares of common stock, par value $0.01 per share, of the Company at a price of $4.09 per share, subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications, or similar events affecting the common stock. The preferred stock may be converted at any time at the option of the holder. Notwithstanding the foregoing, the Series D Certificate of Designation provides that in no event will the preferred stock be convertible into common stock in a manner that would result in the holder, its permitted transferees and affiliates holding more than 19.99% (together with any shares of common stock otherwise held by the investor, its permitted transferees and their affiliates) of the then issued and outstanding common stock (the “Ownership Limitation”), prior to the date that the Company’s stockholders approve the issuance of shares of common stock to the holder upon conversion of the preferred stock. Upon receipt of stockholder approval, the shares of preferred stock will automatically be converted into shares of common stock without further action of the holder thereof.

AEI Capital Transactions

In 2024, the Company entered into a Securities Purchase Agreement, as amended (the “2024 Securities Purchase Agreement”) with AEI Capital, pursuant to which the Company has the right, in its sole discretion, to sell to AEI Capital, shares of common stock, par value $0.01 per share, of the Company having an aggregate value of up to $9.0 million through December 31, 2026. The Company controls the timing and amount of any sales of shares pursuant to the 2024 Securities Purchase Agreement. During 2024, the Company sold 1,079,109 shares of common stock to AEI Capital for gross proceeds of $2.0 million before deducting offering expenses, and, during 2025, the Company sold 78,125 shares of common stock to AEI Capital for gross proceeds of $0.5 million before deducting offering expenses. Accordingly, as of March 31, 2026, the Company has the right, in its sole discretion, to sell to AEI Capital, at any time and from time to time prior to December 31, 2026, up to $6.5 million worth of additional shares of common stock under the 2024 Securities Purchase Agreement.

In December 2025, the Company entered into a Share Sale Agreement (the “Purchase Agreement”) with AEI Capital, the controlling stockholder of the Company, pursuant to which the Company acquired all the issued and outstanding ordinary shares of Sun Investment Enterprises Limited, a British Virgin Islands company (see Note 12). SIE is a holding company that owns all the equity interests of iCapX Sdn. Bhd., a Malaysia-based provider of cap table management fintech platform services and related corporate advisory services. The contractual purchase price for the acquisition was approximately $12.3 million. The aggregate purchase consideration was satisfied through the issuance of 2,028,867 shares of the Company’s common stock in January 2026. The number of shares was determined using the “Minimum Price” as defined under Nasdaq Listing Rule 5635(d), which was based on the average closing price of the Company’s common stock for the five trading days preceding execution of the Purchase Agreement, resulting in a reference price of $6.052 per share. As the shares had not yet been issued as of December 31, 2025, the fair value of the equity consideration was recorded as common stock issuable as of the acquisition date. The shares were subsequently issued in January 2026.

Stock Purchase Warrants

The Company has historically issued common stock purchase warrants in connection with various equity or debt offerings or development agreements. These issuances include entering into inducement agreements with holders of existing warrants whereby terms are amended or additional warrants are issued in order to induce exercise of the existing warrants. The Company did not issue any common stock warrants nor were any warrants exercised in the three months ended March 31, 2026 or the year ended December 31, 2025.

At March 31, 2026 and December 31, 2025, the following warrants to purchase shares of common stock were outstanding:

Stock Compensation

2015 Equity Incentive Plan

In April 2015, the Company adopted, and the Company’s stockholders approved, the 2015 Equity Incentive Plan (the “2015 Plan”); the 2015 Plan became effective upon the execution and delivery of the underwriting agreement for the Company’s initial public offering in May 2015. The 2015 Plan provided for the granting of incentive stock options within the meaning of Section 422 of the Code to employees and the granting of non-qualified stock options to employees, non-employee directors and consultants. The 2015 Plan also provided for the grant of restricted stock, restricted stock units, stock appreciation rights, dividend equivalents and stock payments to employees, non-employee directors and consultants. Effective April 1, 2025, which was the ten (10) year anniversary of the adoption of the 2015 Plan, no additional grants may be made under the 2015 Plan.

2026 Stock Incentive Plan

In February 2026, the Company adopted, and the Company’s stockholders approved, the 2026 Stock Incentive Plan (the “2026 Plan”). Under the 2026 Plan, 1,000,000 shares of the Company’s common stock were made available for issuance, subject to adjustments for stock dividends, stock splits, reverse stock splits, share combinations, recapitalizations, mergers, consolidations, spin-offs, split-ups, reorganizations, rights offerings, liquidations, or any similar change event by the Company. Under the 2026 Plan, the Company is authorized to grant stock options, stock appreciation rights, restricted stock and other stock-based awards. The 2026 Plan includes an evergreen provision providing for an automatic annual increase in the shares of common stock available for issuance under the 2026 Plan over the next 10 years in an amount equal to 5% of the total number of shares of common stock outstanding on December 31st of the preceding calendar year. Pursuant to the evergreen provision, the number of shares available for issuance under the 2026 Plan shall automatically increase on January 1st of each year for a period of 9 years, commencing on January 1, 2027 and ending on (and including) January 1, 2036, in an amount equal to 5% of the total number of shares of common stock outstanding on December 31st of the preceding calendar year, provided that our board of directors may decide, prior to the first day of any calendar year, that there shall be no increase in the shares available for issuance under the 2026 Plan for such calendar year or that the increase shall be a lesser number of shares than otherwise provided under the evergreen provision. In the event of any stock dividend, stock split, reverse stock split, share combination, recapitalization, merger, consolidation, spin-off, split-up, reorganization, rights offering, liquidation, or any similar change event of or by the Company, appropriate adjustments will be made to any outstanding awards under the 2026 Plan. Shares available for awards under the 2026 Plan may be either newly-issued shares or treasury shares.

Share-Based Compensation

The Company recognized share-based compensation expense as follows:

Stock Options

As of March 31, 2026, the Company does not have any unrecognized expense related to its stock options.

The Company did not grant any options during the three months ended March 31, 2026 or 2025. During the three months ended March 31, 2026 and 2025, no options were forfeited or expired.

The Company had stock options to acquire 138 shares of common stock outstanding at March 31, 2026.

Restricted Stock Units

During the fourth quarter of 2025, the Company entered into restricted stock unit agreements with certain officers and directors granting the recipients the right to receive an aggregate of 30,553 shares of common stock upon vesting. Such grants were contingent upon stockholder approval of the Company’s 2026 equity plan. Since the 2026 equity plan was not approved until the Company’s 2025 Annual Meeting of Stockholders in February 2026, the Company did not record the awards as outstanding or recognize any related stock-based compensation expense as of December 31, 2025. Upon stockholder approval in February 2026, the awards were recognized as outstanding and the related cumulative stock-based compensation expense was recognized during the three months ended March 31, 2026.

During the three months ended March 31, 2026, no restricted stock units were granted, no restricted stock units vested and no restricted stock units were forfeited. During the three months ended March 31, 2025, no restricted stock units were granted, 507 restricted stock units vested, and no restricted stock units were forfeited. The Company had 49,971 restricted stock units outstanding as of March 31, 2026.

As of March 31, 2026, there was approximately $183,000 of unrecognized compensation costs related to restricted stock units, which are expected to be recognized over a weighted average period of 0.7 years.