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

NOTE 13 - STOCKHOLDERS’ EQUITY

 

Common Stock

 

During the six months ended June 30, 2026, the Company issued in the aggregate 17,678,268 shares of common stock as follows:

 

● 118,343 restricted shares issued to a vendor in exchange for marketing services under an agreement which includes a buyback provision, with a fair value of $161,000 recorded to deferred compensation. The related expense is recorded on a straight-line basis over the term of the agreement. During the three and six months ended June 30, 2026, compensation expense of $80,500 and $134,166 was recorded.
   
● 102,492 shares of restricted stock units vested under the 2023 Equity Incentive Plan. Of these shares, 32,308 were withheld for payroll taxes of $25,749.
   
● 17,457,433 shares issued, with a fair value of $20,807,755, as a conversion of convertible notes payable, as described in NOTE 10. Because the conversions of Convertible Notes 1 and 2 on April 16, 2026 and April 21, 2026 exceeded the number of shares then registered under the Company’s registration statement, approximately 4,127,956 shares were issued in unregistered transactions. The holders may resell the shares pursuant to an available exemption from registration, including Rule 144, if the applicable requirements are satisfied

 

Share Repurchase Program

 

On September 8, 2025, the Company announced a new share repurchase program (the “Repurchase Program”), pursuant to which the Company may purchase up to $10 million of its common stock through March 31, 2026.

 

Share repurchases under the Repurchase Program may be made from time to time through various means, including open market purchases, privately negotiated transactions, and/or pursuant to Rule 10b5-1 trading plans, in each case in accordance with Rule 10b-18 under the Securities Exchange Act of 1934. The timing, volume, and nature of share repurchases pursuant to the Repurchase Program are at the discretion of management and may be suspended or discontinued at any time.

 

There were no shares repurchased during the six months ended June 30, 2026. 19,700 shares were repurchased in 2025 totaling $74,743. The 19,700 shares were fully retired as of December 31, 2025, which reduced the number of issued shares of common stock.