v3.26.1
Stockholders’ Equity
 6 Months Ended
Jun. 30, 2026
Stockholders’ Equity [Abstract]  
Stockholders’ Equity

Note 10 — Stockholders’ Equity

 

Series B Non-Voting Convertible Preferred Stock

 

On February 17, 2026, in connection with the Merger, the Company filed a Certificate of Designation of the Series B Non-Voting Convertible Preferred Stock with the Delaware Secretary of State. The Series B Preferred Stock has the following key terms:

 

  ● Voting rights: Non-voting on all matters submitted to stockholders, except as required by law

 

  ● Dividends: Participates in any dividends declared on the common stock on an as-converted basis

 

  ● Liquidation preference: Pari passu with common stock on an as-converted basis

 

  ● Conversion: Convertible into common stock upon stockholder approval at a ratio of 1,000 shares of common stock for each share of Series B Preferred Stock (subject to anti-dilution adjustments). The 2,720 shares of Series B Preferred Stock outstanding as of June 30, 2026 are convertible into 2,720,000 shares of common stock.

 

  ● Beneficial ownership cap: 9.99% beneficial ownership limitation, with provisions for waiver upon 61 days’ notice

 

The Series B Preferred Stock has been classified as permanent equity. Following stockholder approval, 51,789 shares of Series B Preferred Stock were converted into 51,789,000 shares of common stock during the three months ended June 30, 2026. The conversion was effected as a reclassification within stockholders’ equity and had no effect on total stockholders’ equity. As of June 30, 2026, 2,720 shares of Series B Preferred Stock were issued and outstanding.

 

Common Stock Issuances

 

During the six months ended June 30, 2026, the Company issued the following shares of common stock:

 

  ● 72,000 shares to Gemini Finance Corp. pursuant to the Gemini Settlement Agreement;

 

  ● 331,640 shares to Agile Capital in connection with a settlement agreement, valued at $1,388,466;

 

  ● 32,536 shares to Sea Rider Capital LLC for advisory services, valued at $181,390;

 

  ● 40,000 shares to One Eyed Jack for cash, valued at $100,000;

 

  ●

131,027 shares to Flash holders pursuant to merger, valued at $423,217;

 

520,964 shares to Hudson Global Ventures, LLC in thirteen exchange agreements in reduction of the secured term loan assigned to Hudson by Grow Hill, LLC, valued at $2,441,223;

 

59,563 shares for services, valued at $193,792;

 

230,000 shares issued under the equity line of credit, valued at $167,571;

 

10,000 shares issued in connection with a promissory note, valued at $26,100; and

 

51,789,000 shares issued upon conversion of 51,789 shares of Series B Non-Voting Convertible Preferred Stock.

 

Treasury Stock

 

Treasury stock consists of 57,993 shares (post-split) repurchased pursuant to the Company’s previously authorized stock repurchase program. The carrying value of treasury stock at June 30, 2026 was $12,045,542.

 

During the six months ended June 30, 2026, the Company issued 520,964 shares of common stock to Hudson Global Ventures, LLC in a series of thirteen exchange agreements, in exchange for aggregate reductions of $2,441,223 in the outstanding balance of the secured term loan assigned to Hudson by Grow Hill, LLC. Those issuances were made in reliance on Section 3(a)(9) of the Securities Act. Common stock issued during the period is set out in the condensed consolidated statements of stockholders’ equity (deficit) and in Part II, Item 2 of this report.