NOTE 10 – CAPITAL STOCK

Our authorized capital consists of 200,000,000 shares of common stock with a par value of $0.001 per share.

Share Repurchase Program

On January 4, 2026, our Board of Directors authorized a discretionary share repurchase program pursuant to which we may repurchase up to $15.0 million of our outstanding common stock over a period of twelve months. Repurchases under the program may be made from time to time through open market purchases, privately negotiated transactions, and other means in accordance with federal securities laws, including pursuant to one or more Rule 10b5-1 trading plans. The timing, volume, and value of any repurchases will be determined by management based on factors including market conditions, the Company’s liquidity and capital needs, and other factors deemed relevant. The share repurchase program does not obligate the Company to repurchase any specific number of shares and may be modified, suspended, or terminated at any time at the discretion of the Board or management. Any repurchases under the program will be funded from the Company’s existing cash balances, future operating cash flow, or other legally available funds.

During the year ended March 31, 2026, we repurchased 513,925 shares of common stock, costing $1.0 million, including broker commissions and fees. The Inflation Reduction Act imposed a nondeductible 1% excise tax on the net value of stock repurchases. During the year ended March 31, 2026, the excise tax on the net share repurchases was not material.

As of March 31, 2026, the share repurchase program had $14.0 million in remaining authorized funds.

Warrants

There were no warrants exercised during the years ended March 31, 2026 and 2025.

On May 30, 2025, we issued a warrant to purchase 7.0 million shares of common stock at an exercise price of $1.81 per share and a 5-year term. Please see Note 8, "Related Party Transactions," for more information.

On September 17, 2025, we issued a warrant to purchase 13.0 million shares of common stock at an exercise price of $1.00 per share with a 5-year term. Please see Note 8, "Related Party Transactions," for more information.

As of March 31, 2026, we had 20,100,000 warrants outstanding. Each warrant provides the holder the right to purchase up to one share of our common stock at a predetermined exercise price. The outstanding warrants consist of (1) warrants to purchase 100,000 shares of common stock at an exercise price of $0.01 per share until December 2026; (2) warrants to purchase 7,000,000 shares of common stock at an exercise price of $1.81 per share until May 2030; and (3) warrants to purchase 13,000,000 shares of common stock at an exercise price of $1.00 per share until September 2030.

2017 Equity Incentive Plan

In October 2017, our Board of Directors approved the 2017 Equity Incentive Plan (the "2017 Plan"). The 2017 Plan initially permitted the issuance of equity-based instruments covering up to a total of 485,000 shares of common stock. Our Board of Directors and stockholders approved an increase of 4,515,000 shares in October 2020, an additional increase of 1,000,000 shares in March 2023, and an additional increase of 3,000,000 shares in February 2024, bringing the total shares allowed under the 2017 Plan to 9,000,000. The 2017 Plan was terminated with respect to future awards on August 29, 2025.

2025 Long-Term Incentive Plan

On July 2, 2025, our Board of Directors approved the 2025 Long-Term Incentive Plan (the "2025 Plan") and our stockholders adopted the 2025 Plan at our Annual Meeting of Stockholders on August 29, 2025. The 2025 Plan permits the issuance of equity-based awards to plan participants representing up to a total of 10,000,000 shares of common stock. As of March 31, 2026, there were 9,139,278 shares available to be issued under the 2025 Plan.

Options Granted

During the year ended March 31, 2024, we granted stock options (“Options”) to purchase 400,000 shares of our common stock, of which (i) 100,000 Options vested on July 24, 2023, and (ii) 300,000 Options were to vest in equal quarterly installments of 25,000 over three years beginning on September 30, 2023. The Options are exercisable at $2.08 per share and have a term of ten years. The vesting of the Options was accelerated to be fully vested on May 30, 2025 upon the execution of the separation agreement with our former Chief Executive Officer. We recognized $48,725 and $123,935 in expense related to the Options for years ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, there was no unrecognized compensation expense related to unvested stock options.

Stock Awards

As of March 31, 2026, there was $724,598 of unrecognized compensation expense related to unvested stock awards, granted under the 2025 Plan, which is expected to be recognized over a weighted-average period of approximately 0.61 years.

As of March 31, 2026, there was no unrecognized compensation expense related to unvested stock awards granted under the 2017 plan.