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

NOTE 8 - STOCKHOLDERS’ DEFICIT

 

Series B Preferred Stock

 

Pursuant to the Company’s Certificate of Incorporation, the Company has authorized 2,000,000 shares of $0.001 par value Preferred Stock. The Company has designated 250,000 of the 2,000,000 shares as Series B Preferred Stock. The Series B Preferred stockholders are entitled to a cumulative stock dividend, up to a maximum of 10% additional common stock upon the conversion after one year. The Series B Preferred Stock may be converted into common shares, at any time, at the option of the holder. The conversion price shall be the greater of $0.01 or 90% of the lowest closing price during the five most recent trading days prior to conversion. The number of common shares to be issued shall be the number of Series B Preferred shares times $10 per shares divided by the conversion price.

 

During the year ended December 31, 2017, the Company sold 90,000 shares of Series B Preferred Stock for cash proceeds of $900,000. During the year ended December 31, 2018, 30,000 of these preferred shares were converted into 30,743,885 shares of common stock. During the year ended December 31, 2020, 10,798 of these preferred shares were converted into 36,519,609 shares of common stock.

 

Series C Preferred Stock

 

Pursuant to Board of Director minutes dated July 27, 2022, the Company filed a Certificate of Designation with the State of Delaware authorizing the creation of 750,000 Series C Preferred Stock with the following terms and rights:

 

A. Designation and Number. A series of the preferred stock, designation the “Series C Preferred Stock,” $0.001 par value, is hereby established. The number of shares of the Series C Preferred Stock shall be Seven Hundred Fifty Thousand (750,000). The rights, preferences, privileges, and restrictions granted to and imposed on the Series C Preferred Stock are as set forth below.

 

B. Dividend Provisions. None

C. Conversion Rights. None

D. Preemptive Rights. None

E. Voting Rights. Each share of Series C Preferred Stock shall entitle the holder thereof to cast 5,000 votes on all matters submitted to a vote of the stockholders of the Corporation.

 

On July 27, 2022, the Company authorized the issuance of 480,000 shares Series C Preferred Stock at $.001 per share as follows:

 

120,000 Series C Preferred Shares - John Matthews, CEO/CFO

120,000 Series C Preferred Shares – Martin Doane, Director

120,000 Series C Preferred Shares – Facundo Bacardi, Director

120,000 Series C Preferred Share – Kathryn Weisbeck, President, Director of GES, Public Relations/Marketing for the Company

 

The Series C Preferred Shares were issued on July 29, 2022

 

Common Stock

 

During the year ended December 31, 2025, the Company did not issue any shares.

 

During the year ended December 31, 2024, the Company issued:

 

  ● 474,127,419 shares of common stock for conversion of $125,805 of convertible notes and $7,968 of accrued interest.

 

 

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

 

NOTE 8 - STOCKHOLDERS’ DEFICIT (continued)

 

Warrant Activity

 

A summary of warrant activity is presented below:

 

  

Number of

Warrants

  

Exercise

Price ($)

  

Contractual Life

(in years)

  

Intrinsic

Value ($)

 
Outstanding, December 31, 2023   1,045,226,190    0.003    1.40    - 
Granted   150,000,000    0.001           
Exercised   -                
Forfeited/Canceled   (51,142,857)   0.001           
Outstanding, December 31, 2024   1,144,083,333    0.001    1.95    - 
Exercisable, December 31, 2024   1,144,083,333    0.001    1.95    - 
Granted   50,000,000    0.001           
Exercised   -                
Forfeited/Canceled   (39,500,000)   0.001           
Outstanding, December 31, 2025   1,154,583,333    0.001    1.79    - 
Exercisable, December 31, 2025   1,154,583,333    0.001    1.79    - 

 

During the year ended December 31, 2025, the Company issued a total of 50,000,000 warrants in connection with the legal settlement Civil Action No. 1:23-cv-03591. The fair values of the warrants were determined using the Black-Scholes option pricing model with the following assumptions:

 

  ● Expected life of 2 years
  ● Volatility of 372%;
  ● Dividend yield of 0%;
  ● Risk free interest rate of 4.28%

 

During the year ended December 31, 2024, the Company issued a total of 150,000,000 warrants in connection with a new convertible promissory note payable. The fair values of the warrants were determined using the Black-Scholes option pricing model with the following assumptions:

 

  ● Expected life of 5 years
  ● Volatility of 287%
  ● Dividend yield of 0%;
  ● Risk free interest rate of 4.66%

 

 

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024