Stockholders’ Equity |
3 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Stockholders' Equity Note [Abstract] | |
| STOCKHOLDERS’ EQUITY | 5. STOCKHOLDERS’ EQUITY
Common Stock
As of June 30, 2026 and March 31, 2026, the number of shares of Common Stock authorized for issuance was 275 million shares.
ATM Sales Agreement
On May 3, 2024, the Company entered into a sales agreement (the “ATM Sales Agreement”) with A.G.P./Alliance Global Partners and The Benchmark Company, LLC (collectively, the “Sales Agents”), pursuant to which the Company may offer and sell, from time to time, through the Sales Agents, shares of Common Stock. Shares of Common Stock may be offered and sold for an aggregate offering price of up to $15 million. The Sales Agents’ obligations to sell shares under the ATM Sales Agreement are subject to satisfaction of certain conditions, including the continuing effectiveness of the Registration Statement on Form S-3 (Registration No. 333-273098) (the “Registration Statement”) filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on June 30, 2023 and declared effective by the SEC on January 25, 2024, and other customary closing conditions. Under the terms of the ATM Sales Agreement, the Sales Agents earn a commission of 3.0% of the aggregate gross proceeds from each sale of shares and has agreed to provide the Sales Agents with customary indemnification and contribution rights, and the Company also reimburses the Sales Agents for certain specified expenses. The Company is not obligated to sell any shares under the ATM Sales Agreement. Any sales of shares made under the ATM Sales agreement will be made pursuant to the effective shelf registration statement. On June 8, 2026, the aggregate authorized offering price under the ATM Sales Agreement was increased to $30 million.
During the three months ended June 30, 2026 the Company sold 1.0 million for net proceeds of approximately $2.5 million, after deduction of commissions and fees, under the ATM Sales Agreement. The Company did not sell any shares during the three months ended June 30, 2025. Non-Controlling Interest Buyout During the three months ended June 30, 2026, the Company entered into a Stock Exchange Agreement with holders of CONtv pursuant to which the Company acquired the remaining outstanding 15% ownership interests in CONtv in exchange for 380 thousand shares of the Company’s Class A common stock and cash payments. As a result of these transactions, CONtv became a wholly-owned subsidiary of the Company.
Preferred Stock
Cumulative dividends in arrears on Series A Preferred Stock were $81 thousand and $89 thousand as of June 30, 2026 and 2025, respectively. During the three months ended June 30, 2026 and 2025, the Company paid preferred stock dividends in arrears of $81 thousand and $89 thousand in the form of shares of Common Stock, respectively. The Company has the right to pay preferred stock dividends in cash or stock, at the Company's discretion.
During the three months ended June 30, 2026, the Company agreed to issue shares of Common Stock in exchange for an aggregate of one holder’s 3.118 shares of Series A Preferred Stock. The exchange is being made in five equal tranches, and commenced on May 1, 2026. The number of shares of Common Stock issuable in each tranche is to be calculated by dividing the value of the shares of Series A Preferred Stock being exchanged by the 5-day volume weighted average price ending on the trading day preceding the exchange. Upon the exchange of each tranche, the shares of Series A Preferred Stock so exchanged will be immediately retired and restored to the status of authorized but unissued preferred stock.
Through June 30, 2026, the first tranche included the conversion of 0.6236 shares of Series A Preferred Stock plus accrued but unpaid interest thereon into 125,766 shares of Common Stock.
Treasury Stock
We have treasury stock of 830 thousand shares of Common Stock as of June 30, 2026 and March 31, 2026, respectively.
Stock Based Compensation Awards
The Company has issued awards under the 2017 Equity Incentive Plan (the “2017 Plan").
In August 2017, the Company adopted the 2017 Equity Incentive Plan (the “2017 Plan). The 2017 Plan applies to employees and directors of, and consultants to, the Company. The 2017 Plan provides for the issuance of up to 3,505 thousand shares of Common Stock as of November 20, 2025, in the form of various awards, including stock options, SARs, RSAs, RSUs, performance awards, stock and cash awards.
No SARs were issued or forfeited during the three months ended June 30, 2026 and accordingly, no stock-based compensation expense related to SAR awards was recognized during the period. During the three months ended June 30, 2025, 5,000 SARs were forfeited.
During the three months ended June 30, 2026, the Company issued 50 thousand RSUs to certain employees. The issued RSUs vest over a 3-year period and had a fair value of $120 thousand, or $2.4 per RSU. During the three months ended June 30, 2025, the Company issued 522 thousand RSUs to certain employees. The issued RSUs vest over a 3-year period and had a fair value of $1.5 million, or $2.87 per RSU.
For the three months ended June 30, 2026 and 2025, the Company incurred stock-based compensation expense of $0.9 million and $0.4 million, respectively, of which $0.1 million were related to Board of Directors compensation. Share-based compensation expense is reported within Selling, General and Administrative expenses in our Condensed Consolidated Statements of Operations. |