v3.26.1
CAPITAL STOCK
 3 Months Ended
Jun. 30, 2026
Equity [Abstract]  
CAPITAL STOCK

NOTE 8 – CAPITAL STOCK

Our authorized capital stock consists of 200,000,000 shares of common stock with a par value of $0.001 per share.

Share Repurchase Program

On January 4, 2026, our Board of Directors authorized a discretionary share repurchase program pursuant to which we may repurchase up to $15.0 million of our outstanding common stock over a period of twelve months. Repurchases under the program may be made from time to time through open market purchases, privately negotiated transactions, and other means in accordance with federal securities laws, including pursuant to one or more Rule 10b5-1 trading plans. The timing, volume, and value of any repurchases will be determined by management based on factors including market conditions, our liquidity and capital needs, and other factors deemed relevant. The share repurchase program does not obligate us to repurchase any specific number of shares and may be modified, suspended, or terminated at any time at the discretion of the Board or management. Any repurchases under the program will be

funded from the Company’s existing cash balances, future operating cash flow, or other legally available funds.

During the three months ended June 30, 2026, we repurchased 1,020,004 shares of common stock, costing $2.0 million in the aggregate, including broker commissions and fees. The Inflation Reduction Act imposed a nondeductible 1% excise tax on the net value of stock repurchases. During the three months ended June 30, 2026, the excise tax on the net share repurchases was not material.

As of June 30, 2026, the share repurchase program had $12.0 million in remaining authorized funds.

Warrants

Warrants Issued During the Periods Presented

On May 30, 2025, we issued a warrant to purchase 7.0 million shares of common stock at an exercise price of $1.81 per share and a 5-year term. Please see Note 12, "Related Party Transactions," for more information.

On September 17, 2025, we issued a warrant to purchase 13.0 million shares of common stock at an exercise price of $1.00 per share with a 5-year term. Please see Note 12, "Related Party Transactions," for more information.

Summary of Warrants Outstanding

At June 30, 2026, outstanding and exercisable stock purchase warrants consisted of the following:

 

Number of
Shares

 

 

Weighted
Average
Exercise
Price

 

 

Weighted
Average Life
Remaining
(Years)

 

Outstanding at April 1, 2026

 

 

20,100,000

 

 

$

1.28

 

 

 

4.35

 

Granted

 

 

—

 

 

 

—

 

 

 

—

 

Exercised

 

 

—

 

 

 

—

 

 

 

—

 

Forfeited or cancelled

 

 

—

 

 

 

—

 

 

 

—

 

Outstanding at June 30, 2026

 

 

20,100,000

 

 

$

1.28

 

 

 

4.10

 

Exercisable at June 30, 2026

 

 

7,100,000

 

 

$

1.78

 

 

 

3.87

 

 

As of June 30, 2026, we had outstanding warrants to purchase 20,100,000 shares of common stock. Each warrant provides the holder the right to purchase shares of our common stock at a predetermined exercise price per share. The outstanding warrants consist of (1) warrants to purchase 100,000 shares of common stock at an exercise price of $0.01 per share until December 2026; (2) warrants to purchase 7,000,000 shares of common stock at an exercise price of $1.81 per share until May 2030; and (3) warrants to purchase 13,000,000 shares of common stock at an exercise price of $1.00 per share until September 2030.

2017 Equity Incentive Plan

In October 2017, our Board of Directors approved the 2017 Equity Incentive Plan (the "2017 Plan"). The 2017 Plan initially permitted the issuance of equity-based instruments covering up to a total of 485,000 shares of common stock. Our Board of Directors and shareholders approved an increase of 4,515,000 shares in October 2020, an additional increase of 1,000,000 shares in March 2023, and an additional increase of 3,000,000 shares in February 2024, bringing the total shares available for issuance under the 2017 Plan to 9,000,000. The 2017 Plan was terminated with respect to future awards on August 29, 2025.

2025 Long-Term Incentive Plan

On July 2, 2025, our Board of Directors approved the 2025 Long-Term Incentive Plan (the "2025 Plan"), and our shareholders adopted the 2025 Plan at our Annual Meeting of Stockholders on August 29, 2025. The 2025 Plan permits the issuance of equity-based awards to plan participants representing up to a total of 10,000,000 shares of common stock. As of June 30, 2026, there were 9,052,260 shares available to be issued under the 2025 Plan.

Options Granted

During the year ended March 31, 2024, we granted stock options (“Options”) to purchase 400,000 shares of our common stock. The Options have a term of ten years. The vesting of the Options was accelerated to be fully vested

on May 30, 2025 upon the execution of a separation agreement with our former Chief Executive Officer. As such, we recognized the remaining expense of $48,725 related to the Options during the three months ended June 30, 2025.

The following is a summary of our stock option activity during the three months ended June 30, 2026:

 

Number of Options

 

 

Weighted Average Exercise Price

 

 

Weighted Average Grant Date Fair Value

 

 

Weighted Average Remaining Life in Years

 

Outstanding, April 1, 2026

 

 

 

400,000

 

 

$

 

2.08

 

 

$

 

1.50

 

 

 

 

7.32

 

Granted

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

Exercised

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

Canceled/Forfeited

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

Outstanding, June 30, 2026

 

 

 

400,000

 

 

$

2.08

 

 

$

 

1.50

 

 

 

 

7.07

 

As of June 30, 2026, there was no unrecognized compensation expense related to unvested stock options.

Stock Awards

A summary of stock award activity for the three months ended June 30, 2026 under the 2025 Plan is as follows:

 

 

Number of Shares

 

 

Weighted-Average Grant-Date Fair Value Per Share

 

Outstanding at April 1, 2026

 

 

555,000

 

 

$

 

1.54

 

Granted

 

 

124,250

 

 

 

 

2.08

 

Released

 

 

(160,000

)

 

 

 

1.53

 

Forfeited

 

 

(10,000

)

 

 

 

2.08

 

Outstanding at June 30, 2026

 

 

509,250

 

 

$

 

1.67

 

As of June 30, 2026, there was $662,203 of unrecognized compensation expense related to unvested stock awards, which is expected to be recognized over a weighted-average period of approximately 0.62 years.