v3.26.1
Stock Options and Warrants
3 Months Ended 12 Months Ended
Mar. 31, 2026
Dec. 31, 2025
HZO, Inc. and Subsidiaries    
Stock Options and Warrants    
Stock Options and Warrants
16.Stock Options and Warrants

The Company’s 2012 Stock Incentive Plan (the “Plan”) provides for the grant of incentive stock options, nonqualified options, and shares of restricted stock. Under the terms of the Plan, there are 237,795,202 common shares available for grant to employees, officers, directors and consultants. The Board of Directors determines the terms of each grant. Generally, the options have a vesting period of 4 years with 25% vesting after the first year of service and monthly thereafter and have a ten-year contractual life. Certain stock options have provisions to accelerate vesting upon the occurrence of certain events. There were 235,612,023 shares available for grant under the Plan as of March 31, 2026. There were no grants in the three months ended March 31, 2026 and 2025.

The following table shows stock option activity under the 2012 Stock Incentive Plan for the three months ended March 31, 2026:

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

Weighted-

  ​ ​ ​

Weighted-

Average 

Outstanding 

Average 

Remaining 

Aggregate 

Options

Exercise Price

Terms (Years)

Intrinsic Value

Balance as of December 31, 2025

1,225,125

$

0.71

$

Granted

  ​

  ​

Exercised

 

 

 

  ​

 

  ​

Forfeited

 

 

 

  ​

 

  ​

Canceled

 

(38,125)

$

0.93

 

  ​

 

  ​

Balance as of March 31, 2026

 

1,187,000

$

0.70

 

4.3

$

Vested and exercisable as of March 31, 2026

 

1,183,249

$

0.70

 

4.2

$

Vested and expected to vest as of March 31, 2026

 

1,186,766

$

0.70

 

4.3

$

The total stock-based compensation expense recognized during the three months ended March 31, 2026 and 2025 was $514 and $2,315, respectively. As of March 31, 2026, there was approximately $718 of unrecognized stock-based compensation expense that will be recognized over the weighted average period of 0.5 years. The intrinsic value of all options outstanding as of March 31, 2026 and December 31, 2025 was zero.

Warrants

In connection with certain preferred stock offerings, debt issuances, and debt restructurings, the Company has issued warrants to purchase preferred stock. The following summarizes information about stock warrants outstanding as of March 31, 2026:

Exercise Price

Number of

Original Issue Date

  ​ ​ ​

Stock Class

  ​ ​ ​

 Per Share

  ​ ​ ​

 Shares

September 2017

 

Common

$

0.0010

 

47,693

December 2017

 

Common

$

3.7057

 

150,000

March 2018

 

Common

$

3.7057

 

67,928

March 2018

 

Common

$

3.7057

 

25,629

May 2019

 

Common

$

9.0820

 

132,129

July 2023

 

Series 1 Preferred

$

0.0217

 

93,237,996

November 2023

 

Series 1 Preferred

$

0.0217

 

3,978,782

March 2026

 

Series 2 Preferred

$

0.0001

 

1,419,691,406

The warrants to purchase the Company’s common stock meet the criteria for equity classification. The Company accounts for freestanding warrants to purchase shares of convertible preferred stock as warrant liability on its condensed consolidated balance sheets. The Company records the convertible preferred stock warrants at their estimated fair value because these warrants may contingently obligate the Company to redeem the underlying convertible preferred stock at some point in the future. At the end of each reporting period, changes in the estimated fair value of the warrant liability are recorded as other income or expense in the condensed consolidated statements of operations and comprehensive loss. The estimated value of these warrants is determined using the Black-Scholes valuation model. The warrants are all exercisable as of March 31, 2026.

15.

Stock Options and Warrants

The Company’s 2012 Stock Incentive Plan (the “Plan”) provides for the grant of incentive stock options, nonqualified options, and shares of restricted stock. Under the terms of the Plan, there are 237,795,202 common shares available for grant to employees, officers, directors and consultants. The Board of Directors determines the terms of each grant. Generally, the options have a vesting period of 4 years with 25% vesting after the first year of service and monthly thereafter and have a ten-year contractual life. Certain stock options have provisions to accelerate vesting upon the occurrence of certain events. There were 235,573,898 shares available for grant under the Plan as of December 31, 2025. There were no grants in the years ended December 31, 2025 and 2024.

The following table shows stock option activity under the 2012 Stock Incentive Plan for the year ended December 31, 2025:

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

Weighted-

  ​ ​ ​

 

 

Weighted-

 

Average 

 

Aggregate 

Outstanding 

 

Average 

 

Remaining 

 

Intrinsic 

Options

Exercise Price

 

Terms (Years)

Value

Balance as of December 31, 2024

 

1,343,500

$

0.71

 

$

Granted

 

 

  ​

 

  ​

Exercised

 

 

  ​

 

  ​

Forfeited

 

(1,875)

$

0.44

  ​

 

  ​

Canceled

 

(116,500)

$

0.75

  ​

 

  ​

Balance as of December 31, 2025

 

1,225,125

$

0.71

4.4

$

Vested and exercisable as of December 31, 2025

 

1,219,500

$

0.71

4.4

$

Vested and expected to vest as of December 31, 2025

 

1,224,652

$

0.71

4.4

$

The total stock-based compensation expense recognized during the years ended December 31, 2025 and 2024 was $4,625 and $33,228, respectively. As of December 31, 2025, there was approximately $1,166 of unrecognized stock-based compensation expense that will be recognized over the weighted average period of 0.7 years. The intrinsic value of all options outstanding at December 31, 2025 and 2024 was zero.

Warrants

In connection with certain preferred stock offerings, debt issuances, and debt restructurings, the Company has issued warrants to purchase preferred stock. The following summarizes information about stock warrants outstanding as of December 31, 2025:

Exercise Price 

Number of 

Original Issue Date

  ​ ​ ​

Stock Class

  ​ ​ ​

Per Share

  ​ ​ ​

Shares

September 2017

 

Common

$

0.00

 

47,693

December 2017

 

Common

$

3.71

 

150,000

March 2018

 

Common

$

3.71

 

67,928

March 2018

 

Common

$

3.71

 

25,629

May 2019

 

Common

$

9.08

 

132,129

July 2023

 

Series 1 Preferred

$

0.02

 

93,237,996

November 2023

 

Series 1 Preferred

$

0.02

 

3,978,782

The warrants to purchase the Company’s common stock meet the criteria for equity classification. The Company accounts for freestanding warrants to purchase shares of convertible preferred stock as warrant liability on its consolidated balance sheets. The Company records the convertible preferred stock warrants at their estimated fair value because these warrants may contingently obligate the Company to redeem the underlying convertible preferred stock at some point in the future. At the end of each reporting period, changes in the estimated fair value of the warrant liability are recorded as other income or expense in the consolidated statements of operations and comprehensive loss. The estimated value of these warrants is determined using the Black-Scholes valuation model.

The fair value of the warrants for Series 1 Preferred was estimated at $51,673 and $57,984 as of December 31, 2025 and 2024, respectively. The Company recorded other income of $6,311 and $726,740 in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2025 and 2024, respectively. The warrants are all exercisable as of December 31, 2025.