v3.26.1
Stockholders' Equity
 3 Months Ended
Mar. 31, 2026
Equity [Abstract]  
Stockholders' Equity
Note 12 – Stockholders’ Equity
 
Reverse stock split and capital reorganization –
In January 2026, the Company filed its Seventh Amended and Restated Certificate of Incorporation with the State of Delaware, which became effective upon filing. Pursuant to the amended certificate, the Company effected a 1-for-3 reverse stock split of its issued and outstanding shares of common stock, whereby each three shares of common stock issued and outstanding immediately prior to the effective time were automatically combined into one share of common stock.
 
No fractional shares were issued in connection with the reverse stock split. Any fractional shares resulting from the reverse stock split were rounded up to the nearest whole share, and no cash was paid in lieu of fractional shares.
 
The reverse stock split did not affect the par value per share of the Company’s common stock, the total number of authorized shares of common stock, or the Company’s total stockholders’ equity. It also did not affect the outstanding preferred stock, but did affect the conversion ratio where it is now 3:1.
 
In connection with the effectiveness of the amended certificate, each outstanding share of the Company’s non-voting common stock was automatically converted on a one-for-one basis into a share of voting common stock, and the Company no longer has authority to issue shares of non-voting common stock.  Accordingly non-voting and voting shares of common stock have been presented together in the stockholders’ equity (deficit).
 
All share and per-share amounts presented in the accompanying consolidated financial statements have been retroactively adjusted for all periods presented to reflect the reverse stock split and related reclassification.

Common stock
– As of March 31, 2026 and December 31, 2025, the Company was authorized to issue a total of 250,000,000 and 66,700,000 shares of Common Stock, respectively, with $0.00001 par value, of which 250,000,000 and 63,500,000, respectively, were voting shares and 0 and 3,200,000 were non-voting shares. In January 2026, the Company eliminated the non-voting shares class and converted all outstanding shares of non-voting Common Stock to voting shares of Common Stock.
 
Each holder of stock (both common and preferred) is entitled to one vote for each share of stock held, with the exception of non-voting common stock. No distributions have been made as of March 31, 2026.
 
Preferred stock
– The holders of Series B Preferred Stock are initially entitled to repayment amount at the greater of (i) the Original Issue Price of the Series B Preferred Stock, plus any dividends declared but unpaid thereon or (ii) such amount per share as would have been payable had all shares of the Series B Preferred Stock been converted into Common Stock immediately prior to such liquidation, dissolution, winding up, or Deemed Liquidation Event.
 
After holders of Series B Preferred Stock are repaid, the holders of shares of all other series of Preferred Stock then outstanding shall be entitled to be paid out of the consideration payable to stockholders in such Deemed Liquidation Event or out of the Available Proceeds, as applicable, on a pari passu basis among each other and before any payment shall be made to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the greater of (i) the applicable Original Issue Price, plus any dividends declared but unpaid thereon or (ii) such amount per share as would have been payable had all shares of the applicable series of Preferred Stock been converted into Common Stock immediately prior to such liquidation, dissolution, winding up, or Deemed Liquidation Event. If upon any such liquidation, dissolution, or winding up of the Corporation or Deemed Liquidation Event, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Preferred Stock the full amount to which they shall be entitled, the holders of shares of Preferred Stock shall on a pari passu basis share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.
 
In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, after the payment in full of all Liquidation Amounts required to be paid to the holders of shares of Preferred Stock, the remaining assets of the Corporation available for distribution to its stockholders or, in the case of a Deemed Liquidation Event, the consideration not payable to the holders of shares of Preferred Stock or the remaining Available Proceeds, as the case may be, shall be distributed among the holders of shares of Common Stock, pro rata based on the number of shares held by each such holder.
 
The Company authorized and had outstanding the following shares as of March 31, 2026 and December 31, 2025:


 
 
March 31
,
2026
 
 
December 31,
 
2025
 
 
 
Authorized
 
 
Outstanding
 
 
Authorized
 
 
Outstanding
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common Stock
 
 
250,000,000

 
 
3,600,420
 
 
 
63,500,000

 
 
3,273,965
 
Common Non-Voting Stock
 
 
-
 
 
 
-
 
 
 
3,200,000

 
 
91,019
 
Series Seed-1 Preferred Stock
 
 
2,412,297
 
 
 
2,412,297
 
 
 
2,412,297
 
 
 
2,412,297
 
Series Seed-2 Preferred Stock
 
 
4,323,248
 
 
 
4,323,248
 
 
 
4,323,248
 
 
 
4,323,248
 
Series Seed-3 Preferred Stock
 
 
1,579,994

 
 
1,579,994
 
 
 
1,579,994
 
 
 
1,579,994
 
Series Seed-4 Preferred Stock
 
 
2,346,635
 
 
 
2,346,635
 
 
 
2,346,635
 
 
 
2,346,635
 
Series Seed-5 Preferred Stock
 
 
504,316
 
 
 
504,316
 
 
 
504,316
 
 
 
504,316
 
Series Seed Preferred Stock
 
 
1,362,530

 
 
1,362,530
 
 
 
1,362,530
 
 
 
1,362,530
 
Series A Preferred Stock
 
 
873,734
 
 
 
873,734
 
 
 
873,734
 
 
 
873,734
 
Series B-1 Preferred Stock
 
 
18,198,578
 
 
 
5,977,960
 
 
 
18,198,578

 
 
5,237,632
 
Series B-2 Preferred Stock
 
 
4,262,724
 
 
 
104,226
 
 
 
4,262,724
 
 
 
104,226
 
Series B-3 Preferred Stock
 
 
5,328,406
 
 
 
2,962,327
 
 
 
5,328,406
 
 
 
2,962,327
 
 
Stock transactions for the three months ended March 31, 2025
– During the three months ended March 31, 2025, the Company issued 2,084 shares of common stock for the exercise of stock options and received cash proceeds of $375. Further, the Company issued 214,229 shares of common stock for the exercise of warrants and received cash proceeds of $51,408.
 
Stock transactions for the three months ended March 31, 2026
– During the three months ended March 31, 2026, the Company issued 77,331 shares of Common Stock in advisory shares and incurred an expense of $693,658. The value of the shares was based on the effective purchase price per share from the Company’s most recent regulation crowdfunding round.
 
During the three months ended March 31, 2026, the Company converted 91,019 shares of non-voting Common Stock into 91,464 shares of voting Common Stock and did not receive any additional proceeds.
 
The Company issued 4,667 shares of Common Stock for the exercise of stock options for $1,260. The Company issued 740,328 shares of Series
 
B-1 Preferred Stock and 225,351 shares of Common Stock for the exercise of warrants for an aggregate of $986,217.
 362,653 shares of Series B-1 Preferred Stock were issued upon exercise by related parties for $378,000.
 
The Company issued 86,342 shares of Common Stock for the extinguishment of $276,474 of Mezzanine Debt Interest Payable (Note 9).