Stockholders' Equity |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Stockholders’ Equity [Abstract] | |
| Stockholders’ Equity | 4. Stockholders’ Equity
The Company has three classes of stock: (1) Class A Common Stock; (2) Class B Common Stock, and (3) Series A Preferred Stock.
The total number of shares of stock that the Company has authority to issue is 220,000,000, consisting of 150,000,000 shares of Class A Common Stock, 50,000,000 shares of Class B Common Stock and 20,000,000 shares of Series A Preferred Stock, $0.001 par value per share (“Series A Preferred Stock”).
Holders of Class B Common Stock are entitled to ten votes per share while holders of Class A Common Stock are entitled to one vote per share. Both classes of common stock vote collectively with the holders of Series A Preferred Stock. Each share of Series A Preferred Stock is entitled to one vote. In addition, the affirmative vote of a majority of the outstanding Series A Preferred Stock is required to approve certain fundamental corporate actions, including mergers, liquidations, the issuance of senior or parity equity securities, and any amendments to the Company’s governing documents that would adversely affect the rights of holders of Series A Preferred Stock.
Holders of Class A Common Stock and Class B Common Stock are entitled to dividends when, and if, declared at the discretion of the Company. However, holders of Series A Preferred Stock are entitled to receive non-cumulative dividends prior and in priority to any dividends declared on the common stock. Accordingly, no dividends may be paid on common stock unless all declared dividends on the Series A Preferred Stock have been paid or set aside for payment.
On March 27, 2026, the Company completed a public equity financing (the “PIPE”) through which it issued and sold 5,600,000 shares of Class A Common Stock, at a price of $1.25 per share. The Company received net proceeds of $6,381,000 in the PIPE after deducting placement agent fees and escrow agent fees of $619,000.
On June 15, 2026, the Company issued 95,238 RSAs outside of its equity incentive plans to a consulting firm in reliance upon the exemption from the securities registration requirements of the Securities Act of 1933, as amended, afforded by the provisions of Section 4(a)(2) thereof and the rules and regulations promulgated thereunder, in exchange for consulting services. For further details regarding the related stock-based compensation, please refer to Note 7.
As of June 30, 2026 and December 31, 2025, 53,858,083 and 46,006,000 shares of Class A Common Stock were issued and outstanding, respectively. As of both June 30, 2026 and December 31, 2025, 11,700,000 shares of Class B Common Stock were issued and outstanding. As of both June 30, 2026 and December 31, 2025, shares of Series A Preferred Stock were issued and outstanding.
From time to time, the Company issues shares of common stock in connection with the granting of RSAs and the exercise of stock options under its equity incentive plans. For a detailed summary of these issuances and related stock-based compensation, please refer to Note 7. |