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Dec. 31, 2025 | |||||||||||||||||||||
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| Equity | Note 10 – Equity
The Company is authorized to issue up to shares of all classes of stock. shares shall be Preferred Stock with a par value of $ and shares as Common Stock with a par value of $. Further, we are authorized to issue two (2) classes of common stock, with shares of the common stock designated as “Class A Common Stock” and shares of the common stock designated as “Class B Common Stock”. After giving effect for the Reorganization (as defined below), in accordance with ASC 505-10-S99-4 (SAB Topic 4:C) and ASC 260- 10-55-12, as of December 31, 2025 and 2024 respectively, and shares of Class A Common Stock was issued, and shares of Class B Common Stock was issued and subsequently repurchased and fully redeemed pursuant to a redemption agreement executed on October 3, 2025. Following the redemption agreement Class B Common Stock remain outstanding.
On July 19, 2024, the Company issued shares of the Company’s Class A common stock for a total fair value of $360,000 to Chartered Services for assisting the company with various consulting services. These services included the Company’s nomination system for all directors and aid in identifying qualified candidates, Review and advise the Company on all documents and accounting systems with GAAP compliance, provide support as a liaison for the Company’s third party services providers, and provide business development services. In accordance with ASC 718 The Company prepared a DCF (Discounted Cash Flow model) to determine the fair value of the shares granted and using the DCF module determined the shares had an approximate fair value of $360,000. The Company used a discount rate of and period of including a terminal year. Under this agreement the shares have already been granted and cannot be reclaimed even if the agreement is cancelled with or without cause. There are no required measurable deliverables or milestones as part of this agreement from Chartered Services and as a result the full value of the shares have been expensed in the current period.
The CEO of the Company, Joseph Basile, has at times taken distributions from the JFB Subsidiary. For the period ended December 31, 2025 and December 31, 2024, the distributions were $0 and $872,007, respectively. At times, the CEO of the Company, makes contributions to the company. For the year ended December 31 ,2025 the contributions were $1,000. There were $0 Contributions for the year ended December 31 ,2024.
On March 7,2025, the Company consummated its initial public offering of units of the Company’s Class A common stock at a public offering price of $ per unit, generating gross proceeds of $5,156,250. In connection with the offering, the company also sold option warrants at a price of $ per warrant, generating additional gross proceeds of $1,386 for total gross proceeds of $5,157,636. Pursuant to the underwriting agreement with Kingswood Capital Partners, LLC, the Company incurred $490,000 in expenses, resulting in net proceeds of $4,667,636.
On June 25, 2025, the Company’s Board of Directors approved the adoption of an Equity Incentive Plan designed to attract, retain, and motivate qualified directors, officers, and employees by aligning their interest with those of the Company. Pursuant to the plan, the Board authorized the issuance of an aggregate of shares of Class A common stock to eligible participants, including board members and employees, for a total fair value of $910,608. The issuance of these equity awards was accounted for in accordance with ASC 718.
On October 2,2025, the Company closed on a securities purchase agreement with American Ventures LLC, Series XIV as the sole investor for a private investment in public equity (PIPE) financing that has resulted in gross proceeds to the Company of approximately $43,895,000, before deducting placement agent fees and offering expenses. The Company has used $12,000,000 of the net proceeds from the offering to retire the Company’s Class B Common Stock, par value $, owned by Joseph F. Basile III, the Company’s Chief Executive Officer, pursuant to a Share Redemption Agreement. Pursuant to the terms of the securities purchase agreement, the Company has sold an aggregate of shares of its Series C Convertible Preferred Stock, par value $ per share, stated value $ per share, convertible into shares of common stock par value$, at a conversion price $2.72 per share of Series C Convertible Preferred Stock, 24,206,799 Common Warrant A exercisable price of $2.88, 16,137,866 Common Warrant B exercisable price of $3.125. The Company received gross proceeds of $27.5 million from the PIPE transaction after deducting placement agent fees and offering expenses.
As of December 31, 2025, the Company had shares of Series C Convertible Preferred Stock (“Series C Preferred Stock”) issued and outstanding. Each share of Series C Preferred Stock was issued as part of a unit consisting of one share of Series C Preferred Stock and accompanying Common Stock purchase warrants. The Series C Preferred Stock carries a stated value of $ per share and is convertible at the option of the holder into shares of the Company’s Common Stock at a conversion price of $2.72 per share, subject to customary anti-dilution adjustments for stock splits, stock dividends, recapitalizations, and certain dilutive issuances. Based on the conversion price, the outstanding Series C Preferred Stock is convertible into shares of Common Stock.
Holders of Series C Preferred Stock are entitled to receive dividends on an as-converted basis if and when dividends are declared on the Company’s Common Stock. Dividends are non-cumulative. The Series C Preferred Stock votes together with the Common Stock on an as-converted basis, except for matters requiring a separate class vote under applicable law or the Certificate of Designation. The Series C Preferred Stock includes customary protective provisions, including approval rights over amendments to the Certificate of Incorporation that adversely affect the Series C, the creation of senior or pari pass preferred stock, and certain corporate actions.
Upon any liquidation, dissolution, or winding up of the Company, holders of Series C Preferred Stock are entitled to receive, prior to any distribution to holders of Common Stock, an amount equal to the stated value per share plus any declared but unpaid dividends. After payment of the liquidation preference, Series C holders may participate on an as-converted basis to the extent provided in the Certificate of Designation. The Series C Preferred Stock is not mandatorily redeemable, and any optional redemption by the Company is subject to the terms and limitations set forth in the Certificate of Designation. Conversion and exercise rights associated with the Series C units may be subject to beneficial ownership limitations (e.g., 4.99% or 9.99%) unless waived by the holder.
On October 14, 2025, the Company issued shares of its Common Stock to Ruben Calderon as compensation pursuant to his 2025 Employment Agreement. On December 15, 2025, the Company issued an additional shares of Common Stock under the same agreement. In total, shares were issued to Mr. Calderon during the year ended December 31, 2025. All shares were issued as fully paid, and represent a portion of Mr. Calderon’s annual compensation package approved by the Board of Directors.
On December 2, 2025, the Company issued an aggregate shares of its Common Stock as non-cash consideration for consulting services. OF this total, shares were issued to Brian Herman and shares were issued to Kingswood Capital Partners LLC. The shares were issued in book-entry form with transfer restrictions and were valued based on the fair market value of the Company’s Common Stock on the respective issuance dates. The related expense is recorded in General & Administrative expense in the accompanying statements of operations.
During the year ended December 31, 2025, the Company issued a total of 36,343,962 warrants, each entitling the holder to purchase one share of the Company’s Common Stock. Of these warrants, were exercised during the year, resulting in 34,751,156 warrants outstanding as of December 31, 2025. The exercise generated $3,363,508 in cash proceeds to the Company.
The Company estimated the fair value of the warrants issued during the year using the Black-Scholes option pricing model. The 1,388,600 warrants issued in connection with earlier financing activities had an aggregate estimated fair value of $440,304 at the time of issuance. The 16,783,381 warrants issued in connection with the October 2, 2025 PIPE transaction had an aggregate Black-Sholes estimated fair value of $47,993,543 at the time of issuance.
Pursuant to a forward stock split (the “Forward Split”) announced on March 10, 2026, the total number of shares of Common Stock held by each stockholder were converted automatically into the number of shares of Common Stock equal to the number of issued and outstanding shares of Common Stock held by each such stockholder immediately prior to the Forward Split multiplied by two, with distribution occurring on March 25, 2026.
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