STOCKHOLDERS’ EQUITY |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Equity [Abstract] | |
| STOCKHOLDERS’ EQUITY | NOTE 10 – STOCKHOLDERS’ EQUITY
Designation of Series B Preferred Stock
Effective June 26, 2023, the Company filed a Certificate of Designation, Preferences, Rights and Limitations of the Series B Preferred Stock (the “Series B Preferred Stock”) with the Secretary of the State of Delaware that designated shares of the Company’s authorized and unissued preferred stock as convertible Series B Preferred Stock at a par value of $ per share.
Holders of the Series B Preferred Stock are not entitled to receive dividends and do not have redemption or voting rights. Furthermore, the Series B Preferred Stock does not have a liquidation preference. Shares of Series B Preferred Stock are automatically convertible into shares of the Company’s common stock at a ratio of 100 shares of common stock for each share of Series B Preferred Stock upon stockholder approval of such conversion.
As of June 30, 2026 and December 31, 2025, there were issued and outstanding shares of Series B Preferred Stock.
Designation of Series X Preferred Stock
On July 25, 2024, the Company revoked the authorization to issue shares of the Company’s Series A Preferred Stock, par value $ per share (the “Series A Preferred Stock”) and concurrently authorized the issuance of up to shares of the Series X Preferred Stock, a then new class of preferred stock.
As consideration for the Scienture Merger, the shares of Scienture common stock issued and outstanding immediately prior to the “Effective Time” of the mergers were converted into the right to receive, in the aggregate, (i) shares of the Company’s common stock and (ii) shares of the Company’s Series X Preferred Stock, each share of which was convertible into one share of common stock.
In September 20, 2024, all previously issued shares of Series X Preferred Stock were converted into a total of shares of common stock. As such, there were no issued and outstanding shares of Series X Preferred Stock as of June 30, 2026, and December 31, 2025.
Common Stock
Other than the issuance of restricted shares of common stock for services described below, the Company did not issue any shares of common stock during the six months ended June 30, 2026. During the year ended December 31, 2025, the Company issued an aggregate of shares of common stock for net proceeds of $9,008,199.
Restricted Common Stock
As of June 30, 2026 and December 31, 2025, the Company had and restricted shares of common stock outstanding, respectively. As of June 30, 2026 and December 31, 2025, shares were vested. During the three months ended June 30, 2026, the Company issued restricted shares of common stock to certain executive officers of the Company and Scienture, LLC for services rendered, with an aggregate grant date fair value of $173,332. These shares vest in June 2029 ( shares) and June 2030 ( shares), and the related stock-based compensation expense recognized during the three and six months ended June 30, 2026 was nominal. The Company recorded stock-based compensation expense of $103,457 and $205,777 in the consolidated statements of operations for the three and six months ended June 30, 2026, respectively. Unrecognized stock compensation outstanding on these grants was $ as of June 30, 2026.
Equity Compensation Awards
Each independent member of the Company’s board of directors is to receive an annual grant of restricted common stock of the Company equal to $55,000 in value on April 1st of each year (or such date thereafter as the awards are approved by the board of directors), and valued on such same date, based on the closing sales price on such date (or the first business day thereafter), which restricted stock awards will vest at the rate of 1/4th of such awards over the following four calendar quarters, subject to such directors continued service to the Company.
The board of directors and the Company’s stockholders approved an amendment to the Second Amended and Restated 2019 Equity Incentive Plan (the “Plan”), which increased the available shares under the Plan to shares of the common stock.
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