Mezzanine Equity and Stockholders' Equity |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mezzanine Equity and Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mezzanine Equity and Stockholders' Equity | Note 11 – Mezzanine Equity and Stockholders’ Equity Preferred Stock The Board of Directors is authorized to establish and designate different series of preferred stock and to fix and determine their voting powers and other rights and terms. The Company has 5,000,000 authorized shares of preferred stock with a par value of $0.001 as of June 30, 2026 and December 31, 2025. Of this total, 49,626 shares are designated as Series A Preferred Stock and 800,000 shares are designated as Series B Convertible Preferred Stock (“Series B Preferred Stock”). There were nil shares of Series A Preferred Stock issued and outstanding on June 30, 2026 and December 31, 2025, and there were 419,959 shares of Series B Preferred Stock issued and outstanding as of June 30, 2026 and December 31, 2025. Each share of Series B Preferred Stock is convertible, at the option of the holder, into ten shares of common stock, subject to adjustment for stock splits, stock dividends, and similar transactions. The Company may, at its option at any time after notice, redeem the Series B Preferred Stock that is outstanding, subject to conversion rights of the holder. The Series B Preferred Stock does not entitle the holders to voting rights, except with respect to certain actions which will require the consent of the holders of % of the outstanding shares of Series B Preferred Stock, or as required by law. A summary of the Series B Preferred Stock issued through June 30, 2026 is as follows:
The Series B Preferred Stock entitles the holders to cumulative dividends at the annual rate of 1.5% of the original issuance price, payable quarterly in cash. During the three months ended June 30, 2026 and 2025, there were $37,500 and nil of preferred dividends paid, respectively. During the six months ended June 30, 2026 and 2025, there were $77,424 and nil of preferred dividends paid, respectively. As of June 30, 2026 and December 31, 2025, total accumulated and unpaid preferred dividends were $37,500 and $39,923, respectively. Holders of the Series B Preferred Stock will have the right upon the occurrence of certain triggering events, as defined in the certificate of designation, that are not all solely within the control of the Company to require the Company to redeem all or part of their Series B Preferred Stock for cash at a price equal to 100% of the liquidation preference plus accrued but unpaid dividends. Because the Series B Preferred Stock contains redemption features that are not solely within the control of the Company and may be triggered by events outside the Company’s control, the Series B Preferred Stock is classified outside of permanent equity, in accordance with ASC 480-10-S99-3A (SEC guidance on redeemable securities). Common Stock As of June 30, 2026, the Company’s authorized common stock consists of 200,000,000 shares, par value of $0.001. There were 84,993,902 shares issued and 84,414,230 shares outstanding as of June 30, 2026 and 81,679,367 shares issued and 81,099,695 shares outstanding as of December 31, 2025. The 419,959 shares of Series B Preferred Stock outstanding as of June 30, 2026 held by Quanta are convertible into 4,199,590 shares of common stock. ATM Program The Company filed a Registration Statement on Form S-3 with the SEC that became effective in May 2024, which includes a sales agreement prospectus for the issuance and sale of up to $50,000,000 of our common stock from time to time under a sales agreement with an investment bank in an “at the market” (“ATM”) offering. During the three months ended June 30, 2026, the Company sold 1,000,000 shares of common stock for gross proceeds of $4,284,250 (average sales price of $4.28 per share) under the ATM before deducting broker expenses paid by the Company of $154,233. During the three months ended June 30, 2025, the Company sold 1,060,194 shares of common stock for gross proceeds of $2,941,294 (average sales price of $2.77 per share) under the ATM before deducting broker expenses paid by the Company of $105,887. During the six months ended June 30, 2026, the Company sold 3,000,000 shares of common stock for gross proceeds of $10,284,450 (average sales price of $3.43 per share) under the ATM before deducting broker expenses paid by the Company of $370,240. During the six months ended June 30, 2025, the Company sold 1,303,735 shares of common stock for gross proceeds of $4,242,583 (average sales price of $3.25 per share) under the ATM before deducting broker expenses paid by the Company of $152,733. The Company is using the net proceeds from these sales for general corporate purposes, including working capital. |