v3.26.1
CAPITAL STOCK
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
CAPITAL STOCK

NOTE 5 — CAPITAL STOCK

 

The Company has 100,000,000 shares of Common Stock, par value $0.001 per share, authorized for issuance, 1,000,000 shares of Preferred Stock, of which (i) 40,000 Preferred shares were allocated to the Series B Convertible Preferred Stock, par value $0.01 per share, (ii) 4 Preferred shares were allocated to the Series A Super Voting Preferred Stock, par value $0.10 per share and (iii) 50,000 Preferred shares were allocated to Series C Preferred Stock, par value $0.0001 per share, authorized for issuance.

 

 

As of June 30, 2026, there were 32,958,288 shares of Common Stock, 147 shares of Series B 10% Convertible Preferred Stock, 4 shares of Series A Super Voting Preferred Stock, and 0 shares of Series C Convertible Preferred Stock that are issued and outstanding.

 

Series A Super Voting Preferred Stock

 

The holders of the Series A Super Voting Preferred Stock shall be entitled to vote on all matters subject to a vote or written consent of the holders of the Company’s Common Stock, and on all such matters, the four (4) shares of Series A Super Voting Preferred Stock shall be entitled to that number of votes equal to the number of votes that all issued and outstanding shares of the Common Stock and all other voting securities of the Company are entitled to, as of any such date of determination, plus one million (1,000,000) votes, it being the intention that the holders of the Series A Super Voting Preferred Stock shall have effective voting control of the Company, on a fully diluted voting basis. Accordingly, each share of Series A Super Voting Stock shall entitle the Holder to that number of votes as is equal to 12.5% of the outstanding shares of Common Stock and all other voting securities of the Company are entitled to, as of such date of determination, plus 250,000 votes. The holders of the Series A Super Voting Preferred Stock shall vote together with the holders of Common Stock as a single class. Currently, Lance Friedman, the Company’s Chief Executive Officer, holds all 4 outstanding shares of the Series A Super Voting Preferred Stock.

 

Series B Preferred Convertible Stock

 

The Company is authorized to issue 40,000 shares, $0.01 par value Series B preferred stock.

 

Each share of the Series B preferred stock is convertible into 10,000 shares of common stock in the Company. The Series B 10% Convertible Preferred Stock shall have a 10% dividend rate and have preference in liquidation so that holders of Series B 10% Convertible Preferred Stock are paid in full prior to any payments to holders of common stock of the Company. The Series B 10% Convertible Preferred Stock shall be automatically converted into shares of common stock of the Company on the effective date of the Corporation’s S-1 filing with the Securities Exchange Commission.

 

In the second quarter of 2022, the Company issued 141 shares of Series B preferred stock with a par value of $0.01 per share and a purchase price of $6,750 per share to 15 investors for $1,057,200 which includes a 10% discount of $105,450 and cash of $951,750. The terms of these Series B issuances included a 10% share price discount and a 10% dividend. The Company paid $53,994 in fees to brokers related to these issuances.

 

In the second quarter of 2023, the Company sold 6 shares of Series B, 10% convertible preferred stock, with a par value of $0.01 per share and a purchase price of $7,500 per share to 1 investor for $50,000 which includes a 10% discount of $5,000 and cash of $45,000. The Company paid $0 in fees to brokers related to these issuances.

 

As of June 30, 2026, and December 31, 2025, the total Series B preferred shares outstanding were 147 and 147 shares, respectively.

 

Series C Preferred Convertible Stock

 

The Company is authorized to issue up to 56,000 shares, $0.01 par value Series C preferred stock.

 

Effective May 7, 2026, the Company converted certain outstanding debt and convertible securities into Series C Preferred Stock. The converted instruments included the 10% OID Senior Secured Convertible Promissory Note, 35% OID Super Priority Convertible Promissory Note, Equity Plus Bonus debt instrument, and 10% Series B Convertible Stock.  Debt Conversion was in the amount of $22,242,837 in exchange for 22,243 shares of Series C Preferred Stock.  In addition, the warrants that were attached to the instruments below in the amount of 9,116,573 where exchanged for new five (5) year warrants in the amount of 11,181,419.

 

The instruments and lease debt converted into Series C Preferred Stock included:

 

●10% OID Senior Secured Convertible Promissory Note with Warrant;
●35% OID Super Priority Convertible Promissory Note with Warrant;
●Equity Plus Bonus debt instrument with Warrant; and
●10% Series B Convertible Stock and Warrant.
●Termination of Leases and all lease debt.

 

 

Series E Preferred Convertible Stock

 

Effective June 30, 2026, the Company entered into an Exchange agreement providing for the issuance of Series E Preferred Stock.

 

The principal terms of the Series E Preferred Stock are as follows:

 

●Dividend: The Series E Preferred Stock bears a 15% dividend, payable either in cash or through payment-in-kind (“PIK”), as permitted under the governing terms.
●Conversion Restriction: The Series E Preferred Stock is not convertible during the first 12 months following issuance.
●Conversion Price: Beginning on the 12-month anniversary, the Series E Preferred Stock becomes convertible at a variable conversion price equal to a 20% discount to the lowest closing price of the Company’s common stock during the five trading days used to determine the applicable conversion price.
●Most-Favored-Nation Provision: The Series E Preferred Stock includes a most-favored-nation (“MFN”) provision permitting the holder, subject to the governing documents, to elect to amend the Series E terms to incorporate more favorable economic terms subsequently granted by the Company in a future financing transaction.
●Initial Floor Price: Upon the 12-month anniversary, when the Series E Preferred Stock first becomes convertible, a Floor Price will be established at an 80% discount to the applicable closing price of the Company’s common stock at that time, meaning the Floor Price will equal 20% of such closing price.
●Floor Price Resets: Following establishment of the initial Floor Price, the Floor Price will be reset every six months thereafter in accordance with the terms of the Series E Certificate of Designation.

 

Common stock

 

In the six months ended June 30, 2026, the Company did not issue any shares of its common stock. During the years ended December 31, 2025, and December 31, 2024, the Company did not issue any shares of its common stock.

 

In connection with the issuance of the 35% OID Super Priority Convertible Notes in 2022, the Company was to issue 1,000,000 incentive shares of unrestricted common stock. In connection with the issuance of the 35% OID Super Priority Convertible Notes in 2023, the Company was to issue 100,000 incentive shares of unrestricted common stock. In connection with the issuance of the 20% OID Convertible Notes in 2023, the Company was to issue 468,250 incentive shares of unrestricted common stock. As of June 30, 2026, none of the incentive shares were issued and were recorded as a Common share payable current liability.