v3.26.1
Subsequent Events
12 Months Ended
Mar. 31, 2026
Subsequent Events [Abstract]  
Subsequent Events

Note 20. Subsequent Events

 

Management has evaluated subsequent events through June 25, 2026, the date the consolidated financial statements were available to be issued.

 

Between April and June 2026, the Company issued an aggregate of 12,000 shares of Class A common stock to FMW Media Works LLC (“New To The Street”) pursuant to that certain agreement entered into in connection with a 12-month marketing and media services engagement. These shares were issued as restricted securities in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, as a transaction not involving a public offering to an accredited investor.

 

Between April 6, 2026 and May 6, 2026, Jan Goetgeluk, the Company’s Chief Executive Officer (“CEO”), Chairman and founder, sold an aggregate of 500,000 shares of the Company’s Class A common stock pursuant to a Rule 10b5-1 trading arrangement that was effective January 6, 2026. Mr. Goetgeluk has informed the Company that he does not currently intend to adopt a new Rule 10b5-1 trading arrangement or sell additional shares of the Company’s Class A common stock.

 

Between April 10, 2026, and April 22, 2026, Streeterville Capital, LLC exercised portions of its Equity Financing Warrant to purchase an aggregate of 230,000 shares of Class A common stock at an exercise price of $6.00 per share, for aggregate proceeds to the Company of $1,380,000.

 

Between May 1, 2026 and May 27, 2026, Streeterville Capital, LLC made partial redemptions in connection with the Exchange Agreement pursuant to which new promissory notes in the principal amount of $284,500 were partitioned from the Exchange Note and exchanged for 93,333 shares of Class A common stock issued free of any restrictive securities legend pursuant to Rule 144, reducing the outstanding balance of the Exchange Note by $284,500.

 

On May 22, 2026, the Company entered into an agreement with Streeterville Capital, LLC in which the three outstanding secured convertible promissory notes converted fully into a second Pre-Paid Purchase (the “PPP #2”). The terms of PPP #2 are identical to that of the original PPP funded on January 27, 2026. After the conversion, the three secured convertible promissory notes had no remaining outstanding balance, while PPP #2 had an outstanding balance totaling $3,471,923. In connection with conversion into the second Pre-Paid Purchase, all existing liens on the Company’s assets were released, and the second Pre-Paid Purchase is unsecured.

 

On June 1, 2026, the Company entered into amendments to the Equity Financing Warrant, the Second Debt Financing Warrant, and the Third Debt Financing Warrant to purchase shares of Class A common stock (collectively, the “Warrant Amendments”) with Streeterville Capital, LLC amending the exercise price and extending the Reduced Exercise Price Period to each such warrant. Each of the warrants listed above was previously amended to establish a reduced exercise price period (the “Reduced Exercise Price Period”) during which the exercise price was amended to $6.00 per Warrant share. The Warrant Amendments further reduced the exercise price to $4.00 per Warrant share and extended the Reduced Exercise Price Period to the expiration date of the warrants of July 27, 2026. As a result of the Warrant Amendments, the Company recognized an incremental fair value adjustment of approximately $424,403 as financing expense, with a corresponding increase to additional paid-in capital, subsequent to the fiscal year ended March 31, 2026.

 

No additional material events were identified which require adjustment or disclosure in the consolidated financial statements.