SHAREHOLDERS’ EQUITY |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Equity [Abstract] | |
| SHAREHOLDERS’ EQUITY | NOTE 14 — SHAREHOLDERS’ EQUITY
Common Shares
Based on the Company’s Articles of Incorporation, the authorized number of common stock was shares of common stock with a par value of $, of which common shares were issued on June 1, 2023. The authorized number of preferred stock was shares of preferred stock with a par value of $, and preferred shares were issued. All share information included in these condensed consolidated financial statements has been retroactively adjusted for the Reorganization as if the common-share issuance occurred on the first day of the first period presented. No shares were issued during the three or six months ended June 30, 2026.
As of June 30, 2026 and December 31, 2025, shares of common stock were issued and outstanding.
MASSIMO GROUP AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 14 — SHAREHOLDERS’ EQUITY (continued)
Initial Public Offering
On April 4, 2024, the Company closed its IPO of shares of common stock at $ per share for gross proceeds of approximately $5.85 million. Net proceeds after underwriting discounts and offering expenses were approximately $5.0 million. The underwriters’ over-allotment option expired in May 2024 without exercise.
Common Shares Issued for Service
On June 18, 2024, the Company signed a twelve-month consulting agreement with TJCM Asset Management LLC. On June 21, 2024, the Company issued shares of common stock as partial prepayment for services. The agreement was terminated by mutual agreement on November 29, 2024, and of those shares were cancelled.
Representative’s Warrants
Pursuant to the Underwriting Agreement, the Company issued to the Representative and its designee warrants (the “Representative’s Warrants”) to purchase 87,100 shares of common stock. The Representative’s Warrants are exercisable at a per share exercise price equal to $5.63 and are exercisable at any time and from time to time, in whole or in part, during the period commencing on October 4, 2024 and terminating on April 4, 2029. Neither the Representative’s Warrants nor any of the shares issued upon exercise of the Representative’s Warrants may be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities by any person, for a period of six months immediately following the commencement of sales of the offering.
Management determined that these warrants meet the requirements for equity classification under ASC 815-40 because they are indexed to their own shares and meet the requirements for equity classification. The warrants were recorded at fair value on the date of grant as a component of shareholders’ equity. The fair value of these warrants was $220,000, which was considered a direct cost of IPO and included in additional paid-in capital. The fair value has been estimated using the Black-Scholes pricing model with the following weighted-average assumptions: market value of underlying share of $, risk free rate of 4.3%, expected term of five years; exercise price of the warrants of $, volatility of 89%; and expected future dividends of .
As of June 30, 2026, 87,100 representative warrants were outstanding with an exercise price of $5.63 and a remaining contractual life of approximately 2.76 years.
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