v3.26.1
Equity and Non-Controlling Interests
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Equity and Non-Controlling Interests

4. Equity and Non-Controlling Interests

 

Equity

 

Preferred shares – 10 million shares authorized, no shares issued and outstanding. The board of directors may designate preferred shares to be issued, and may rank preferred shares as junior to, on parity with or senior to other preferred shares (in each case, with respect to distributions or other payments in respect of shares). Since the board of directors may set all the terms of any class of preferred shares, these are considered “blank check” preferred shares. Currently the board has not defined dividend and liquidation preference, participation rights, call prices and dates, sinking-fund requirements, or terms that may change the conversation or exercise price.

 

Class A Common Shares – 95 million shares authorized, 5.3 million shares issued and outstanding as of June 30, 2026 and 5.1 million shares issued and outstanding as of December 31, 2025. These shares are common shares and have one vote per share. Currently there is not a defined dividend or liquidation preference.

 

Class B Common Shares – 5 million shares authorized, 5 million issued and outstanding as of June 30, 2026 and December 31, 2025. These shares are common shares and have five votes per share. Currently there is not a defined dividend or liquidation preference. These shares may be converted one to one for Class A Common Shares.

 

Placement Agent and Selling Agent Warrants – 43 thousand warrants of Class A common shares were issued as part of the private placement and the initial public offering. The Placement Agent and Selling Agent Warrants are subject to standard anti-dilution provisions and may include cashless exercise provisions under certain circumstances. The issuance of the Placement and Selling Agent Warrants is a customary part of compensation for the placement or selling agent’s services in connection with prior offerings.

 

 

Non-Controlling Interests (NCI)

 

For the six months ended June 30, 2026, the Company held a weighted average of 68.26% ownership interest in M1, with the remaining 31.74% representing NCI. For the six months ended June 30, 2025, the Company held a weighted average of 67.82% ownership interest in M1, with the remaining 32.18% representing NCI.

 

During each period, controlling and NCI changes as a result of capital infusions from the Company. For the six months ended June 30, 2026, there were $9 thousand of capital infusions. For the six months ended June 30, 2025, there were $56 thousand of capital infusions. The NCI ownership will be equal to the NCI percentage as of the reporting period.

 

  

For the Six Months Ended

June 30,

 
   2026   2025 
         
Non-controlling companies net loss  $(9)  $(51)
Weighted average non-controlling percentage   32.13%   32.18%
Net loss non-controlling interest  $(3)  $(17)
Prior period balance   (111)   (90)
Stock-based compensation   -    - 
Ending period balance  $(114)  $(107)

 

If there is a change in the parent ownership in a subsidiary from an additional investment or from the issuance of stock based compensation, a change of the non-controlling ownership is recognized based on the amount invested as required, and per ASC 810-45-21A, the carrying amount of the non-controlling interest is adjusted to reflect the change in the non-controlling ownership in the subsidiary’s net assets. Since there was a change in the equity, a reclassification of the non-controlling interest in the subsidiary’s net assets is required and demonstrated in the ending period balance above.