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STOCKHOLDERS' EQUITY
 6 Months Ended
Jun. 30, 2026
Stockholders’ Deficit [Abstract]  
STOCKHOLDERS' EQUITY
7.
SHAREHOLDERs’ equity

Common Stock

The Company has authorized a total of 200,000,000 shares of common stock, $0.0001 par value per share. The Company has 31,812,302 shares of common stock issued and 29,480,106 shares of common stock outstanding as of June 30, 2026.

Preferred Stock

The Company has authorized a total of 10,000,000 shares of preferred stock, $0.0001 par value per share, all of which is undesignated.

Warrants

As part of Colombier’s initial public offering (“IPO”), Colombier issued 10,666,667 warrants (consisting of (i) 5,666,667 Public Warrants (the “Colombier Public Warrants”) and (ii) 5,000,000 Private Placement Warrants (the “Colombier Private Placement Warrants”)), with an exercise price of $11.50 per share.

In connection with the Business Combination, (i) each outstanding Colombier Public Warrant was assumed by the Company and exchanged for a warrant to purchase shares of the Company’s common stock (the “Public Warrants”), and (ii) each outstanding Colombier Private Placement Warrant was assumed by the Company and exchanged for a warrant to purchase shares of the Company’s common stock (the “Private Placement Warrants”).

These warrants expire on July 15, 2030 or earlier upon redemption or liquidation and are currently exercisable, provided that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder.

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

•
in whole and not in part;
•
at a price of $0.10 per warrant;
•
upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable to each warrant holder; and
•
if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders.

As of June 30, 2026, the Company had 5,666,667 Public Warrants and 5,000,000 Private Placement Warrants that remain outstanding and are accounted for as equity-classified instruments.

Stock Repurchase Program

On August 4, 2025, the Company’s board of directors (the “Board”) authorized a stock repurchase program through the next 12 months or August 2026, to purchase up to $20.0 million of the Company’s common stock (the “2025 Repurchase Program”), which has and will be funded using existing cash or future cash flows. As of June 30, 2026, $8.7 million remained available for repurchase under the 2025 Repurchase Program. Repurchased shares are recorded as treasury stock and are not formally retired.

The timing and number of shares repurchased is determined based on an evaluation of market conditions and other factors, including stock price, trading volume, general business and market conditions, and the availability of capital. The 2025 Repurchase Program does not obligate the Company to acquire a specified number of shares and may be modified, suspended, or discontinued at any time. The total cost of repurchases includes broker commissions and the 1% excise tax imposed as part of the Inflation Reduction Act of 2022, which is calculated based on stock repurchases, net of certain stock issuances. Excise taxes levied against a current period’s share repurchases are typically paid in the following year per applicable law. On the Company’s condensed consolidated statements of cash flows, these excise taxes are reflected in the fiscal period of payment.

The Company did not repurchase any shares of common stock during the three months ended June 30, 2026. The following table summarizes the stock repurchase activity for 769,518 shares of common stock repurchased during the six months ended June 30, 2026 (in thousands), all of which occurred during the three months ended March 31, 2026:

 

 

 

June 30, 2026

 

Cost of share repurchses, excluding excise tax

 

$

2,363

 

Excise tax for share repurchases

 

 

22

 

Total cost of repurchases

 

$

2,385

 

 

 

 

 

 

2025 Stock Incentive Plan

On July 15, 2025, in connection with the Business Combination, the Board approved and adopted the 2025 Stock Incentive Plan (the “2025 Plan”), which provides for the grant of incentive stock options, stock appreciation rights, restricted stock units (“RSUs”), restricted stock awards (“RSAs”), and other forms of stock awards to directors, officers, employees, consultants, and advisors of the Company.

The Board is responsible for the administration of the 2025 Plan, which may be delegated to one or more committees of the Board. The Board (or a committee of the Board) determines the term, exercise price, and vesting terms of each award. As of June 30, 2026, the total number of shares of common stock available for issuance under the 2025 Plan was 2,964,314 shares.

RSAs and RSUs

During the six months ended June 30, 2026, the Company granted RSUs under the 2025 Plan to employees. Each award entitles the recipient to one share of common stock upon time-based vesting. The Company measures the fair value of these awards using the stock price on the date of grant. Stock-based compensation expense for RSAs and RSUs is recorded on a straight-line basis over the vesting period.

The following is a summary of the Company’s unvested RSA and RSU activity under the 2025 Plan during the six months ended June 30, 2026:

 

 

 

Shares

 

 

Weighted-Average Grant Date Fair Value

 

Outstanding as of December 31, 2025

 

 

730,236

 

 

$

5.24

 

Granted

 

 

56,579

 

 

 

2.77

 

Forfeited

 

 

(17,334

)

 

 

2.88

 

Vested

 

 

(146,697

)

 

 

5.65

 

Outstanding as of June 30, 2026

 

 

622,784

 

 

$

4.98

 

 

 

 

 

 

 

 

Restricted Member Interest Unit Granted to Consultant

On January 6, 2025, the Company granted restricted member interest units (“RUs”) to a consultant, valued at $2.9 million as of the grant date. The RUs include a performance vesting condition tied to the consummation of the Business Combination. At the closing of the Business Combination, the RUs were settled in the form of 300,000 shares of the Company’s common stock. The Company determined that these awards fall within the scope of ASC 718.

Stock-Based Compensation

Stock-based compensation expense during the three and six months ended June 30, 2026 was $0.5 million and $1.0 million, respectively, and is recorded to general and administrative expense within the Company’s condensed consolidated statements of operations. Stock-based compensation included in the Company’s condensed consolidated statements of changes in stockholders’ equity includes a nominal amount of capitalized internal-use software. During the three and six months ended June 30, 2025, the Company did not recognize any stock-based compensation expense. As of June 30, 2026, the Company had $2.3 million of unrecognized stock-based compensation expense, which is expected to be recognized over a weighted-average period of 1.91 years.