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STOCKHOLDERS’ EQUITY
6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

8.STOCKHOLDERS’ EQUITY

 

The Company has 500,000,000 authorized shares of common stock, par value of $0.0001 per share, and 50,000,000 authorized shares of preferred stock, par value of $0.0001 per share.

 

Six months ended June 30, 2025

 

Effective December 30, 2024, the Company issued 8,432,047 shares of common stock to the Participants in the Johnson Project. On October 6, 2023, the Company and certain investor participants (each a “Participant” and collectively the “Participants”) entered into twenty-five separate Participation Agreements (the “Participation Agreements”) to conduct drilling of wells in the Company’s approximately 17,000 acre Johnson Prospect in Hudspeth County, Texas. Within a specified period following drilling of the initial five wells, pursuant to the Participation Agreement, each Participant had the right to elect to transfer and assign all its interests to the Company in exchange for the issuance of shares of common stock. All 25 participants elected to exercise that right effective December 30, 2024, requiring the issuance of common stock. Certificates were issued in first quarter of 2025.

 

On March 10, 2025, the Company authorized issuance of 1,025,000 shares of common stock valued at par value of $103 to directors, an officer, and a consultant for services.

 

Six months ended June 30, 2026

 

There were no issues of common or preferred stock during the six months ended June 30, 2026.

 

As of June 30, 2026, the Company had 264,637,564 outstanding shares of common stock and 3,000,000 shares of preferred stock outstanding.

Stock Based Compensation

 

In 2022, the Company’s board of directors adopted, and the stockholders approved, the 2022 Equity Incentive Plan (the “2022 Plan”). The 2022 Plan permits the Company to grant stock options, restricted stock, restricted stock units, performance shares awards and any one or more of the foregoing, for up to a maximum of 58,273,612 shares following an automatic increase to the number of shares reserved under the 2022 Plan on January 1, 2023.

 

During the year ended December 31, 2023, the Company granted 35,856,521 stock options in the first and second quarters of 2023 as authorized under the 2022 Plan.

 

Upon the resignations by certain of the Company’s employees in the second quarter, 2023, 6,618,889 of the options granted to those employees in March 2023 were forfeited, canceled, and returned to the option pool available under the 2022 Plan.

 

As of June 30, 2026, and December 31, 2025, 29,237,632 options were outstanding.

 

Vesting was subject to continued service with the Company for up to one year with provisions for earlier vesting subject to the attainment of events outlined in the Plan.

 

All options outstanding were fully vested as of December 31, 2023.

 

Inputs to the Black-Scholes Model are as follows:

 

Risk-free interest rate   4.00%
Expected volatility of common stock   125.39%
Dividend yield   0.00%
Discount due to lack of marketability   0%
Expected life of option/warrant   5.5 Years

 

Option expense for the six months ended June 30, 2026 and the year ended December 31, 2025, net of forfeitures, was $-0- and $-0-, respectively. No options were granted in 2025 or in the six months ended June 30, 2026.

 

A summary of stock options outstanding as of June 30, 2026, all of which expire in 2033, including the relevant exercise price is presented below:

 

 

Exercise   Expiration     
Price   2033   Total 
$1.2056    29,237,632    29,237,632 
      29,237,632    29,237,632