COMMON STOCK |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Equity [Abstract] | |
| COMMON STOCK | NOTE 9 – COMMON STOCK The rights of the Company’s Class A common stock and Class B common stock issued after the IPO are summarized below. Voting Rights The holders of Class A common stock are entitled to one vote for each share on all voting matters other than matters that solely relate to the terms of one or more outstanding series of preferred stock. The holders of Class B common stock are entitled to 40 votes for each share of Class B common stock on all voting matters other than matters that solely relate to the terms of one or more outstanding series of preferred stock. The holders of shares of Class A and Class B common stock shall, at all times, vote together as a single class on all matters submitted to a vote of the stockholders, including election of directors to the Board of Directors (“Board”). Dividends and Liquidation Rights The holders of Class A and Class B common stock are entitled to dividends if declared by the Board and subject to any rights of the holders of preferred stock outstanding at the time. If the dividend is in the form of common stock, the holders of Class A and Class B common stock will receive a dividend in the respective class of common stock held. During the six months ended June 30, 2026 and 2025, no dividends on the Company’s common stock had been paid or declared by the Company. In the event of any voluntary or involuntary liquidation, dissolution, winding up of the Company, the holders of Class A and Class B common stock are entitled to share in any distribution of assets on a pro rata basis, subject to any rights of the holders of preferred stock outstanding at the time. Class B Common Stock Conversion Rights Holders of Class B common stock have the right to convert one share of Class B common stock into one share of Class A common stock at any time unless an automatic or mandatory conversion event has occurred. Each share of Class B common stock generally converts automatically into one share of Class A common stock upon any transfer, whether or not for value, subject to specified exceptions for permitted transfers. All outstanding shares of Class B common stock also convert automatically into Class A common stock on a 1:1 basis upon the earliest to occur of the following mandatory conversion events: (1) the first trading day following the th anniversary of the Company’s IPO of Class A common stock, (2) the date on which the Co-Founders and their permitted transferees (including shares underlying outstanding options) cease to hold at least 25% of the aggregate number of Class A and Class B common stock held as of the effective date of the IPO, and (3) certain Co-Founder-specific events such as death, disability or termination for cause. Other Rights Holders of Class A and Class B common stock are generally entitled to equal treatment on a per-share basis in mergers, consolidations and other similar transactions. Any differences in equity consideration distributed to Class A and Class B holders are generally limited to preserving the relative voting rights of the two classes, unless otherwise approved by the requisite vote of each class of common stock.
|