v3.26.1
Shareholders’ Equity
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Shareholders’ Equity

Note 4 - Shareholders’ Equity

 

Series E Convertible Preferred Stock

 

The Company’s Articles of Incorporation, as amended, authorized the issuance of 130,000 shares of Series E Convertible Preferred Stock (“Series E Preferred”). The Series E Preferred can be converted to common stock, at the option of the holder, at the rate of ten (10) shares of the company’s common stock, no par value. Holders of the Series E Preferred will be entitled to receive quarterly dividends at the annual rate of 8.5% of the stated value ($10 per share) and have a liquidation preference over common stock. Such dividends may be paid in cash or otherwise based on the terms of the agreement. Accrued dividends of $261,000 and $205,000 were recorded as of June 30, 2026 and December 31, 2025, respectively. In addition, warrants to purchase 36,140 shares of the Company’s common stock were issued with respect to this transaction and are equity classified instruments. These warrants are exercisable until March 2027.

 

Series F Convertible Preferred Stock

 

The Company’s Articles of Incorporation, as amended, authorized the issuance of 70,000 shares of Series F Preferred. The Series F Preferred can be converted to common stock, at the option of the holder, at the rate of ten (10) shares of the Company’s common stock, no par value. Holders of the Series F Preferred will be entitled to receive quarterly dividends at the annual rate of 8.5% of the stated value ($10 per share) and have a liquidation preference over common stock. Such dividends may be paid in cash or stock, at the Company’s discretion, based on the terms of the agreement. Accrued dividends of $140,000 and $110,000 were recorded as of June 30, 2026 and December 31, 2025, respectively. In addition, warrants to purchase 19,460 shares of the Company’s common stock were issued with respect to this transaction and are equity classified instruments. These warrants are exercisable until March 2027.

 

Warrants

 

As described above, in connection with the Series E and F convertible preferred equity issuances, a total of 55,600 warrants were issued, exercisable for the Company’s common stock at the lower of $15.2 per share or 90% of the 10 day VWAP.

 

 

A summary of the Company’s stock warrant activity is as follows:

 

   Shares under
Option (warrant)		   Weighted Average
Exercise Price		 
Balance at December 31, 2025   55,600   $15.2 
Granted   -    - 
Cancelled/Expired   -    - 
Exercised/Issued   -    - 
Outstanding at June 30, 2026   55,600    15.2 
           
Exercisable at June 30, 2026   55,600   $15.2 

 

As of June 30, 2026 the Company reserved the following shares of its common stock for the exercise of warrants, and preferred stock:

 

2025 Common Stock Warrants   55,600 
Shares reserved for warrants as of June 30, 2026   55,600 

 

 

Security  Preferred Shares
Authorized/
Outstanding		   Conversion Ratio  Common Shares
Reserved		 
Series E Preferred Stock   130,000   10:1   1,300,000 
Series F Preferred Stock   70,000   10:1   700,000 
Shares reserved for Preferred Stock as of June 30, 2026           2,000,000 

 

In total, 2,055,600 shares of common stock were reserved for issuance upon exercise of outstanding warrants and conversion of the Series E and Series F Preferred Stock as of June 30, 2026

 

Restricted Stock Awards

 

Restricted Stock Units, Performance-Based Restricted Stock Units and Restricted Stock Awards:

Aggregated information regarding RSUs, PSUs and RSAs granted under the Plan is summarized below:

 

   RSUs, PSUs & RSAs   Weighted
Average Grant-
Date Fair Value		 
Outstanding, unvested at December 31, 2025   20,158    3.63 
Granted   -    - 
Vested   (8,104)   6.47 
Forfeited   -    - 
Outstanding, unvested at June 30, 2026   12,054    3.01 

 

Differences between amount of vested awards and shares of common stock issued are attributable to timing differences.