v3.26.1
Stockholders' Equity
 12 Months Ended
Dec. 31, 2025
Stockholders' Equity [Abstract]  
STOCKHOLDERS’ EQUITY

18. STOCKHOLDERS’ EQUITY

 

Stock splits

 

On May 2, 2024, the Company effected a 1-for-20 reverse stock split. On September 8, 2025, the Company effected a 1-for-64 reverse stock split. On May 8, 2026, the Company effected a 1-for-10 reverse stock split. All share and per share amounts within the accompanying consolidated financial statements have been adjusted to reflect all stock splits for the years ended December 31, 2025 and 2024, and the May 8, 2026 reverse stock split.

 

Equity Purchase Agreement

 

On February 7, 2023, the Company entered into an Equity Purchase Agreement (the “EP Agreement”) and related Registration Rights Agreement (the “Rights Agreement”) with Peak One, pursuant to which the Company has the right, but not the obligation, to direct Peak One to purchase up to $10,000,000 (the “Maximum Commitment Amount”) in shares of the Company’s common stock in multiple tranches upon satisfaction of certain terms and conditions contained in the EP Agreement and the Rights Agreement which includes but is not limited to filing a registration statement with the SEC and registering the resale of any shares sold to Peak One. Further, under the EP Agreement and subject to the Maximum Commitment Amount, the Company has the right, but not the obligation, to submit a Put Notice, as defined in the EP Agreement, from time to time to Peak One (i) in a minimum amount not less than $25,000 and (ii) in a maximum amount up to the lesser of (a) $750,000 or (b) 200% of the Average Daily Trading Value, as defined in the EP Agreement.

 

In connection with the EP Agreement, the Company issued to Peak One Investments 117 shares of its common stock, and agreed to file a registration statement registering the common stock issued or issuable to Peak One and Peak One Investments under the EP Agreement for resale with the SEC within 60 calendar days of the EP Agreement, as more specifically set forth in the Rights Agreement. The registration statement was declared effective on April 14, 2023

 

The obligation of Peak One to purchase the Company’s common stock under the EP Agreement began on the date of the EP Agreement, and ends on the earlier of (i) the date on which Peak One shall have purchased common stock pursuant to the EP Agreement equal to the Maximum Commitment Amount, (ii) thirty six (36) months after the date of the EP Agreement, (iii) written notice of termination by the Company or (iv) the Company’s bankruptcy or similar event ((i), (ii) and (iii) collectively, the “Commitment Period”), all subject to the satisfaction of certain conditions set forth in the EP Agreement.

 

During the Commitment Period, the purchase price to be paid by Peak One for the common stock under the EP Agreement will be 97% of the Market Price, which is defined as the lesser of the (i) closing bid price of the common stock on its principal market on the trading day immediately preceding the respective Put Date, as defined in the EP Agreement, or (ii) lowest closing bid price of the common stock during the Valuation Period, as defined in the EP Agreement, in each case as reported by Bloomberg Finance L.P or other reputable source designated by Peak One.

 

The EP Agreement and the Rights Agreement contain customary representations, warranties, agreements and conditions to completing future sale transactions, indemnification rights and obligations of the parties. Among other things, Peak One represented to the Company, that it is an accredited investor (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933), and the Company sold the securities in reliance upon an exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933 and Regulation D promulgated thereunder.

 

During the years ended December 31, 2025 and 2024, the Company issued 0 and 21 shares of common stock, respectively, under the EP Agreement for $28,867.

 

Issuance of common stock and warrants for debt issuance 

 

During the year ended December 31, 2024, the Company issued 23 shares of common stock and warrants for issuances of debt. The value of the shares and warrants amounted to $251,361, which was originally recorded as a debt discount and fully amortized when the note was extinguished.

 

Restricted Stock Units

 

During the year ended December 31, 2024, the Company issued 806 shares of common stock with a value of $1,194,597 for vested restricted stock units.

 

Conversion 

 

During the year ended December 31, 2024, Peak One converted $802,087 of its principal balance and accrued interest into 241 shares of common stock of the Company. Such conversion was within the terms of the agreement with no gains or losses recognized on the transactions.

 

Settlement of Accounts Payable 

 

During the years ended December 31, 2025 and 2024, 2,000 and 332 shares of common stock, respectively, were issued resulting from the settlement of accounts payable in the amount of $149,545 and $1,259,681, respectively. For the year ended December 31, 2024, a gain of $121,834 which has been included in additional paid in capital, due to the fact the settlement of accounts payable was from a related party at the time of the transaction. For the year ended December 31, 2025, the Company recognized a loss of $48,179.

 

Noncontrolling Interest

 

During the year ended December 31, 2024, SG DevCorp recorded $2,976,140 of additional equity transactions which related to transactions in its own stock from debt issuances to third parties, of which $1,803,980 is recorded in additional paid in capital and $1,290,917 is recorded in noncontrolling interest.

 

Common Stock Deemed Dividend

 

During the year ended December 31, 2024, the Company recorded a common stock deemed dividend in the amount of $475,713 from the Conversion Deemed Dividend which resulted from the change in fair value of the conversion prices of the underlying agreements.

 

Inducements

 

On March 8, 2024, the Company entered into a warrant inducement agreement (the “Inducement Agreement”) with a certain holder (the “Holder”) of warrants to purchase shares of the Company’s common stock issued in a private placement offering that closed on October 27, 2021 (the “Existing Warrants”). Pursuant to the Inducement Agreement, the Holder of the Existing Warrants agreed to exercise for cash the Existing Warrants to purchase up to 148 shares of common stock, at an exercise price of $3,330 $3,330 per share. The Company recognized common stock deemed dividends in the amount of $1,162,436 which resulted from the excess initial fair value of the New Warrant Shares issued described below. In addition, the Company incurred $454,867 of equity related costs which have been netted with the net proceeds from the July 2022 Offering. The Company received aggregate gross proceeds of approximately $494,213, before deducting placement agent fees and other expenses payable by the Company.

 

In consideration of the Holders immediate exercise of the Existing Warrants, the Company issued unregistered warrants (the “New Warrants”) to purchase 297 shares of common stock (200% of the number of shares of common stock issued upon exercise of the Existing Warrants) (the “New Warrant Shares”) to the Holder.

 

In addition, pursuant to the Inducement Agreement, the Company agreed not to issue any shares of common stock or common stock equivalents, as defined in the Inducement Agreement, or to file any other registration statement with the SEC, in each case, subject to certain exceptions) until thirty (30) days after the closing. The Company has also agreed not to effect or agree to effect any Variable Rate Transaction, as defined in the Inducement Agreement, until sixty (60) days after closing.

 

The Company agreed in the Inducement Agreement to file a registration statement to register the resale of the New Warrant Shares (the “Resale Registration Statement”) on or before thirty (30) days from the initial closing of the transactions contemplated by the Inducement Agreement, and to use commercially reasonable efforts to have such Resale Registration Statement declared effective by the SEC within sixty (60) days (or, in the event of a full review, ninety (90) calendar days) following the date of filing the Resale Registration Statement.

 

Under the Inducement Agreement, to the extent required under the rules and regulations of the Nasdaq Stock Market, the Company agreed to hold a special or annual meeting of shareholders no later than the 60th calendar date following the date of the Inducement Agreement for the purpose of seeking the Stockholder Approval (as defined below). If the Company does not obtain Stockholder Approval at the first meeting, the Company shall call a meeting every ninety (90) days thereafter to seek Stockholder Approval until the earlier of the date Stockholder Approval is obtained or the New Warrants are no longer outstanding.

 

Maxim served as the Company’s financial advisor in connection with the transactions described in the Inducement Agreement, and the Company paid Maxim (i) a cash fee equal to 7.0% of the aggregate gross proceeds received from the Holder upon exercise of the Existing Warrants and the exercise of the New Warrants, and (ii) $10,000 for legal fees and other out-of-pocket expenses.

 

May 2024 Securities Purchase Agreement

 

On May 3, 2024, the Company entered into a Securities Purchase Agreement (the “May 2024 Securities Purchase Agreement”) for a private placement (the “May 2024 Private Placement”) with a single accredited institutional investor (the “May 2024 Purchaser”). Pursuant to the May 2024 Securities Purchase Agreement, the May 2024 Purchaser agreed to purchase 203 shares (the “Shares”) of the Company’s common stock, and pre-funded warrants to purchase 1,952 shares of common stock in lieu thereof (the “Pre-Funded Warrants”) and common warrants (the “Common Warrants”) to purchase up to 4,310 shares of common stock. Pursuant to the May 2024 Securities Purchase Agreement, the combined offering price of each Shares and Common Warrants was set at $1,860 and the combined offering price of each Pre-Funded Warrants and Common Warrants was set at $1,860. The Shares, the Pre-Funded Warrants, the Common Warrants and the shares of common stock issuable upon exercise of the Pre-Funded Warrants and Common Warrants are collectively referred to herein as the “Securities”.

 

The Pre-Funded Warrants are exercisable immediately following the date of issuance, may be exercised at any time until all of the Pre-Funded Warrants are exercised in full, and have an exercise price of $0.0001 per share. The Common Warrants are exercisable immediately following the date of issuance, have a term of five years from the effective date of the Registration Statement registering the Shares and the shares of common stock issuable upon exercise of the Pre-Funded Warrants and the Common Warrants and have an exercise price of $1,700 per share. A holder may not exercise any Pre-Funded Warrants that would cause the aggregate number of shares of common stock beneficially owned by the holder to exceed 9.99% of the Company’s outstanding common stock immediately after exercise. A holder may not exercise any Common Warrants that would cause the aggregate number of shares of common stock beneficially owned by the holder to exceed 4.99% of the Company’s outstanding common stock immediately after exercise. The Pre-Funded Warrants and the Common Warrants are subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock and also upon any distributions for no consideration of assets to the Company’s stockholders. In the event of certain corporate transactions, the holders of the Pre-Funded Warrants and the Common Warrants will be entitled to receive, upon exercise of the Pre-Funded Warrants and the Common Warrants, respectively, the kind and amount of securities, cash or other property that the holders would have received had they exercised the Pre-Funded Warrants and the Common Warrants immediately prior to such transaction. The Pre-Funded Warrants and the Common Warrants do not entitle the holders thereof to any voting rights or any of the other rights or privileges to which holders of common stock are entitled.

 

In the event of a Fundamental Transaction, which term is defined in the Pre-Funded Warrants and the Common Warrants and generally includes (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, as defined in the Pre-Funded Warrants and Common Warrants, in which the Company is not the surviving entity (other than a reincorporation in a different state, a transaction for changing the Company’s name, or a similar transaction pursuant to which the surviving company remains a public company), (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of the Company’s assets in one or a series of related transactions, which, for the avoidance of doubt, shall not include such transactions that do not require approval of the Company’s stockholders, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer, whether by the Company or another Person, is completed pursuant to which holders of common stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of more than 50% of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the common stock or any compulsory share exchange pursuant to which the common stock is effectively converted into or exchanged for other securities, cash or property other than a stock split, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination, including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement, with another Person or group of Persons whereby such other Person or group of Persons acquires more than 50% of the voting power of the common equity of the Company, the holders of the Pre-Funded Warrants and Common Warrants will be entitled to receive upon exercise of the Pre-Funded Warrants and the Common Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised such warrants immediately prior to such Fundamental Transaction. Additionally, as more fully described in the Common Warrants, in the event of certain Fundamental Transactions, the holders of the Common Warrants will be entitled to receive consideration in an amount equal to the Black Scholes Value, as defined in the Common Warrants, of the remaining unexercised portion of the Common Warrants on the date of consummation of such Fundamental Transaction.

 

The Private Placement closed on May 7, 2024. The Company received net proceeds from the Private Placement of $3,590,386.

 

November 2024 inducement 

 

On November 6, 2024, the Company entered into an agreement with a single investor that is an existing holder of warrants to purchase shares of common stock of the Company for cash wherein the investor agreed to exercise the warrants to purchase up 4,310 shares of common stock at a reduced exercise price of $560 per share. The net proceeds amounted to $2,104,868. In consideration for the exercise of the warrants for cash, the investor received new warrants to purchase up to an aggregate of 8,621 shares of common stock. The new warrants are exercisable after stockholder approval at an exercise price of $560 per common share and will expire five years after stockholder approval. The Company recognized common stock deemed dividends in the amount of $3,983,447 which resulted from the excess initial fair value of the new warrants issued. 

Pre-funded warrant exercises

 

Commencing on July 31, 2025, and ending on August 8, 2025, the Company received exercises notices for a total of 27,975 Pre-Funded Warrants and were correspondingly issued 27,975 shares of common stock of the Company. Additionally, during the year ended December 31, 2024, 46 Pre-Funded Warrants were exercised.

 

Issuance of common stock for preferred

 

During the year ended December 31, 2025, the Company issued 3,913 shares of common stock for the relinquishment of 151,360 preferred shares, which were issued in connection with the Merger of NAHD. Such shares were issued to former stockholders of NAHD. The transaction was accounted for as an equity-to-equity exchange with a reduction to the preferred stock value and a corresponding increase to common stock and additional paid-in capital.

 

April Private Placement

 

On April 14, 2025, the Company consummated a private placement (the “April Private Placement”) pursuant to a securities purchase agreement (the “April Purchase Agreement”) with institutional investors (the “April Purchasers”) for the purchase and sale of approximately $8 million of shares of the Company’s common stock and investor warrants at a price of $251 per Common Unit. The Company issued 3,913 shares of common stock in this transaction. This offering consisted of the sale of Common Units (or Pre-Funded Units), each consisting of (i) one (1) share of common stock or one (1) Pre-Funded Warrant (the “April Pre-Funded Warrants”), (ii) one (1) Series A PIPE Common Warrant to purchase one (1) share of common stock per warrant at an exercise price of $402 (the “Series A Warrant”) and (iii) one (1) Series B PIPE Common Warrant to purchase one (1) share of common stock per warrant at an exercise price of $627 (the “Series B Warrant” and together with the Series A Warrant, the “Series Warrants”).

 

The initial exercise price of each Series A Warrant is $402 per share of common stock. The Series A Warrants are exercisable following stockholder approval and expire five (5) years thereafter. The number of securities issuable under the Series A Warrant is subject to adjustment as described in more detail in the Series A Warrant. The initial exercise price of each Series B Warrant is $627 per share of common stock or pursuant to an alternative cashless exercise option. The Series B Warrants are exercisable following stockholder approval and expire two and one-half (2.5) years thereafter. The number of securities issuable under the Series B Warrant is subject to adjustment as described in the Series B Warrant.

 

Each April Pre-Funded Warrant is exercisable for one share of common stock for $0.0001 immediately upon issuance until all of the April Pre-Funded Warrants are exercised in full. The number of April Pre-Funded Warrant shares are subject to adjustments for stock splits, recapitalizations, and reorganizations. The shares of common stock, shares underlying the Series A Warrants and shares underlying the Series B Warrants are collectively referred to as the “Securities”.

 

In connection with the April Private Placement, the Company entered into a registration rights agreement with the April Purchasers on April 14, 2025 (the “April 2025 Registration Rights Agreement”), pursuant to which the Company is required to file a registration statement covering the resale of the Securities by April 30, 2025.

 

Pursuant to the terms of the letter of engagement with D. Boral Capital LLC (the “Placement Agent”), the Company paid the Placement Agent a placement agent commission equal to 6.0% of the aggregate gross proceeds from the offering, and an additional 1.0% for non-accountable expenses. In addition, the Company agreed to reimburse the Placement Agent for certain of out-of-pocket expenses, including for reasonable legal fees and disbursements for its counsel. Pursuant to the Company’s letter of engagement with Aegis Capital Corp. (“Aegis”), the Company has agreed to pay Aegis a commission equal to 5.0% of the aggregate gross proceeds from the offering.

 

The April Purchase Agreement contains customary representations and warranties, indemnification rights, agreements and obligations, conditions to closing and termination provisions. The offering closed on April 14, 2025. The net proceeds to the Company from the Offering were $6,636,205, after deducting placement agent fees and the payment of other offering expenses associated with the offering that were payable by the Company.

 

On July 17, 2025, the Company entered into an Exchange Agreement (the “Exchange Agreement”) by and among the Company and the April Purchasers. Pursuant to the Exchange Agreement, the parties intended to effect a voluntary security exchange transaction (the “Exchange Transaction”) whereby the April Purchasers exchanged the Series Warrants previously purchased in the April Private Placement for an aggregate of 60,000 shares of Series B Preferred Stock (the “Exchange Shares”), with the Series B Convertible Preferred Stock’s rights and preferences being set forth on that certain certificate of designation (the “Certificate of Designation”) of the Company, filed with the State of Delaware on July 17, 2025. The Exchange Agreement contains other customary provisions including representations and warranties for the Company and the April Purchasers, governing law, and notice.

 

May 2025 ELOC

 

On May 29, 2025 the Company entered into a Stock Purchase Agreement (the “ELOC Purchase Agreement”) with Generating Alpha Ltd., a Saint Kitts and Nevis Company (the “ELOC Purchaser”), whereby the Company shall issue and sell to the ELOC Purchaser, subject to the terms and conditions of the ELOC Purchase Agreement, up to an aggregate of $100 million (the “ELOC Commitment Amount”) of newly issued shares (the “ELOC Shares”) of the Company’s common stock.

 

The Company does not have a right to commence any sales of its common stock to the ELOC Purchaser under the ELOC Purchase Agreement until the time when all of the conditions to the Company’s right to commence sales of common stock to the ELOC Purchaser set forth in the ELOC Purchase Agreement have been satisfied, including that a registration statement of such shares is declared effective by the SEC and the final form of prospectus is filed with the SEC (the “ELOC Commencement Date”). Over the period ending on the earlier of May 8, 2026, or the date on which the ELOC Purchaser shall have purchased ELOC Shares pursuant to the ELOC Purchase Agreement for an aggregate purchase price of the ELOC Commitment Amount, the Company will control the timing and amount of any sales of ELOC Shares to the ELOC Purchaser. Actual sales of shares of common stock to the ELOC Purchaser under the ELOC Purchaser Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the common stock and determinations made by the Company as to appropriate sources of funding.

 

The purchase price of ELOC Shares that the Company elects to sell to the ELOC Purchaser pursuant to the ELOC Purchase Agreement will be equal to the lowest traded price of Common Stock during the seven (7) trading days prior to the applicable closing date multiplied by 90%.

 

Series A Preferred Stock

 

As of December 31, 2025, the Company had 3,848,640 shares of Series A Preferred Stock issued and outstanding. The rights and privileges of the Series A Preferred Stock are as follows:

 

  - Dividends - Holders shall be entitled to receive, and the Company shall pay, dividends on shares of the Series A Preferred Stock equal (on an as-if-converted-to-Common-Stock basis, disregarding for such purpose any conversion limitations hereunder) to and in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of the common stock. No other dividends shall be paid on shares of the Series A Preferred Stock. The Company shall not pay any dividends on the common stock unless the Company simultaneously complies with this provision.
     
  - Voting Rights. None
     
  - Liquidation. None
     
  - Conversion.  Each share of the Series A Preferred Stock has the right to convert into shares of common stock of the Company at a ratio of 1 for 0.0234375, meaning each 640 Series A Preferred Stock will convert into 15 shares of the Company’s common stock.

 

Series B Preferred Stock

 

As of December 31, 2025, the Company had 2,084 shares of Series B Preferred Stock issued and outstanding. The rights and privileges of the Series B Preferred Stock are as follows:

 

  - Dividends - Holders shall be entitled to receive, and the Company shall pay, dividends on shares of the Series B Preferred Stock equal (on an as-if-converted-to-Common-Stock basis, disregarding for such purpose any conversion limitations hereunder) to and in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of the common stock. No other dividends shall be paid on shares of the Series B Preferred Stock. The Company shall not pay any dividends on the common stock unless the Company simultaneously complies with this provision.
     
  - Voting Rights. Except as otherwise provided herein or as otherwise required by law, the issuance of preferred stock has limited voting power, such that the preferred stock would vote as if converted at the “Nasdaq Minimum Price” as defined in Listing Rule 5635(d)(1), on the date of issuance. Notwithstanding the foregoing, the holders of the Series B Preferred Stock shall not be permitted to vote in excess of 19.99% until shareholder approval for the Series B Preferred Stock is obtained. Additionally, as long as any shares of Series B Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the Holders of at least 67% of the then-outstanding shares of the Series B Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock or alter or amend this Certificate of Designation, (b) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a Liquidation, as defined in Section 5, senior to, or otherwise pari passu with, the Series B Preferred Stock, (c) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the Holders, (d) increase the number of authorized shares of Series B Preferred Stock, or (e) enter into any agreement with respect to any of the foregoing.

 

  - Liquidation. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), prior and in preference to common stock and all other common stock equivalents of the Company other than those securities which are explicitly senior or pari passu to the Series B Preferred Stock in dividend rights or liquidation preference (the “Junior Stock,” the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount in cash equal to $1,000 per share (the “Stated Value”), plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and owing thereon under this Certificate of Designation, for each share of Series B Preferred Stock, and if the assets of the Company shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the Holders shall be rateably distributed among the Holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. The preference set forth in this Section 5 shall apply mutatis mutandis to any distributions to be made upon the consummation of a Fundamental Transaction, as defined. The Company shall mail written notice of any such Liquidation, not less than 45 days prior to the payment date stated therein, to each Holder.
     
  - Conversion. Each share of the Series B Preferred Stock shall be convertible into 7.8125 shares of the Company’s common stock.

 

Series C Preferred Stock

 

As of December 31, 2025, the Company had 4,500 shares of Series C Preferred Stock issued and outstanding. The rights and privileges of the Series C Preferred Stock are as follows:

 

  - Dividends - Holders shall be entitled to receive, and the Company shall pay, dividends on shares of the Series C Preferred Stock equal (on an as-if-converted-to-Common-Stock basis, disregarding for such purpose any conversion limitations hereunder) to and in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of the common stock. No other dividends shall be paid on shares of Series C Preferred Stock. The Company shall not pay any dividends on the common stock unless the Company simultaneously complies with this provision.
     
  - Voting Rights. the Series C Preferred Stock shall have no voting rights other than such voting rights as such holders may have as a class pursuant to the Delaware Code.
     
  - Liquidation. Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, payments to the holders of the Series C Preferred Stock shall be treated pari passu with the Company’s common stock, except that the payment on each share of Series C Preferred Stock shall be an amount equal to One Dollar ($1.00) for each such share of the outstanding Series C Preferred Stock held by such Holder (as adjusted for any combinations, consolidations, stock distributions or stock dividends with respect to such shares), before any payment shall be made or any assets distributed to the holders of the common stock, and, after such payment, the remaining assets of the Company shall be distributed to the holders of the common stock.
     
  - Conversion. Each share of the Series C Preferred Stock shall be convertible into34.48 shares of the Company’s common stock.

 

The Company received proceeds of 2,799,500 from the issuance of Series C Preferred Stock during the year ended December 31, 2025.

 

Series D Preferred Stock

 

As of December 31, 2025, there were no outstanding shares of Series D Preferred Stock issued and outstanding. The rights and privileges of the Series D Preferred Stock are as follows:

 

  - Dividends - The Series D Preferred Stock shall have no right to receive dividends.
     
  - Voting Rights. the Series D Preferred Stock shall have no voting rights other than such voting rights as such holders may have as a class pursuant to the Delaware Code.
     
  - Liquidation. Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, payments to the holders of Series D Preferred Stock shall be treated pari passu with the Company’s common stock, except that the payment on each share of Series D Preferred Stock shall be an amount equal to Fifty Cents ($0.50) for each such share of the outstanding Series D Preferred Stock held by such Holder (as adjusted for any combinations, consolidations, stock distributions or stock dividends with respect to such shares), before any payment shall be made or any assets distributed to the holders of the common stock, and, after such payment, the remaining assets of the Company shall be distributed to the holders of the common stock.
     
  - Conversion. Each share of the Series D Preferred Stock shall be convertible into 2 shares of the Company’s common stock.