Stockholders' Equity (Deficit) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stockholders' Equity (Deficit) | 8. STOCKHOLDERS’ EQUITY (DEFICIT) Common Stock The Company's Charter authorizes the issuance of 625,000,000 shares, consisting of 615,000,000 shares of common stock and 10,000,000 shares of preferred stock. As of May 22, 2026, upon consummation of the Business Combination, there were 70,173,146 shares of common stock and no shares of preferred stock outstanding. The outstanding shares of common stock are duly authorized, validly issued, fully paid and non-assessable. Because the Business Combination is accounted for as a reverse recapitalization, historical share amounts for periods prior to the Closing have been retroactively restated to reflect the Exchange Ratio described in Note 3. Stock Based Compensation On October 30, 2024, Private Hadron adopted the Hadron Energy, Inc. 2024 Equity Incentive Plan (the “Former Plan”) whereby employees, officers, directors and consultants of the Company and its affiliates and others performing services to the Company may be given an opportunity to acquire up to 100,000 shares of common stock in the form of options and restricted stock purchase agreements (“RSPAs”). The exercise price, vesting and expiry date is determined for each grant by the Company’s Board of Directors. On December 22, 2025, Private Hadron's Board of Directors approved an amendment to the Former Plan to increase the number of shares authorized for issuance under the Former Plan. The maximum aggregate number of shares of common stock that the Company may award under the Former Plan is 160,000. The term of the Former Plan is 10 years. At the Closing, all options under the Former Plan were converted into Exchanged Options, covering shares of the Company's common stock, adjusted based on the Exchange Ratio, as described in Note 3, resulting in 7,999,836 Exchanged Options. On May 22, 2026, the Hadron Energy, Inc. Equity Incentive Plan (the "Plan") went into effect. The Plan has an initial share reserve of 10,021,784 shares and includes an "evergreen" provision pursuant to which, on the first day of each calendar year beginning with the first full calendar year following the Closing, the share reserve automatically increases by five percent (5%) of the total number of outstanding shares (on a fully diluted basis) on such date, unless otherwise determined by the Board of Directors. Restricted Stock Purchase Awards The Company issued restricted shares of its common stock under RSPAs to grantees. The grantees were given the right to purchase the shares at a discounted purchase price, with restrictions lapsing over vesting periods ranging from zero to sixty months. For RSPAs with a discounted purchase price, the compensation to the employee is the difference between the fair market value of the Company’s stock and the discounted price paid. This total compensation cost is then amortized to expense over the grantee’s vesting period. Prior to the Closing, no observable market price was available for Private Hadron's common stock, and fair value was estimated using a reasonable valuation method; following the Closing, fair value is determined based on the closing price of the Company's common stock on Nasdaq. At the Closing, all outstanding RSPAs were converted into an award for a number of restricted shares of the Company’s common stock (such award, an “Exchanged RSA”), equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Private Hadron Restricted Shares and (y) the Exchange Ratio described in Note 3. The following table summarizes the RSPAs activity during the six months ended June 30, 2026:
As of June 30, 2026, total unrecognized compensation cost related to RSPAs was $15,627, which is expected to be recognized over a weighted average period of 1.3 years. The weighted average grant date fair values per share of RSPAs granted during the six months ended June 30, 2026 was $14.05 per share. The weighted average grant date fair values of RSPAs that vested during the six months ended June 30, 2026 was $12.45 per share. The Company recognized stock-based compensation of $10,634 for the six months ended June 30, 2026. The Company recognized stock-based compensation expense of $604 for the six months ended June 30, 2025. Stock Options No stock options were granted during the six months ended June 30, 2026 and 2025. |
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