STOCKHOLDERS’ EQUITY |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Equity [Abstract] | |
| STOCKHOLDERS’ EQUITY | NOTE 16 – STOCKHOLDERS’ EQUITY
Preferred stock
The Company is authorized to issue shares of $ par value preferred stock. As of June 30, 2026 and December 31, 2025, the Company has designated shares of Series A preferred stock, shares of Series B preferred stock, shares of Series C Preferred Stock, shares of Series D Preferred Stock, shares of Series E Preferred Stock, shares of Series F Preferred Stock and 1 Special Voting Preferred Stock. As of June 30, 2026 and December 31, 2025, there were no issued or outstanding shares of Series A, Series B, Series D, Series E and Series F preferred stock.
Special Voting Preferred Stock
In connection with the issuance of Exchangeable Shares, the Company designated one share of Special Voting Preferred Stock, par value $ per share. One share of Special Voting Preferred Stock was issued and outstanding as of June 30, 2026, and December 31, 2025.
The Special Voting Preferred Stock was issued to a trustee and does not have any economic rights, including rights to dividends or participation in liquidation, other than a nominal liquidation preference of $. The Special Voting Preferred Stock is not convertible into common stock.
The sole purpose of the Special Voting Preferred Stock is to provide voting rights to holders of Exchangeable Shares on an equivalent basis with holders of the Company’s common stock. The holder of the Special Voting Preferred Stock is entitled to cast a number of votes equal to the aggregate number of votes that the holders of Exchangeable Shares would be entitled to cast if such Exchangeable Shares were exchanged for shares of the Company’s common stock, in accordance with the Exchange Rights Agreement.
The voting rights associated with the Special Voting Preferred Stock terminate automatically upon the exchange or cancellation of all outstanding Exchangeable Shares, at which time the Special Voting Preferred Stock is automatically cancelled for no consideration.
Series C Preferred Stock
Series C Preferred Stock (“Series C”) issued and outstanding totaled shares as of June 30, 2026, and December 31, 2025. As of June 30, 2026, and December 31, 2025, the Company has accrued $126 and $121 dividends payable on the Series C, respectively. As of June 30, 2026, and December 31, 2025, the cumulative dividend per share payable on the Series C was approximately $1,197 and $1,153, respectively.
Each share of Series C is convertible at the holder’s option into shares of common stock at a conversion price of $0.3197 per share, based on the stated value of $ per preferred share. As of June 30, 2026, the outstanding Series C shares were convertible into an aggregate of shares of common stock, including shares issuable upon conversion of accrued dividends based on the applicable dividend conversion price of approximately $0.7255 per share. The Series C is subject to full ratchet anti-dilution price protection upon issuance of equity or equity-linked securities at an effective price below $0.3197 per share, as well as customary anti-dilution adjustments for stock splits and similar events.
Common stock
The Company is authorized to issue shares of $ par value common stock. As of June 30, 2026, and December 31, 2025, the Company had and shares issued and outstanding, respectively.
Exchangeable Shares
As of June 30, 2026 and December 31, 2025, the Company had and Exchangeable Shares outstanding, respectively. Of the Exchangeable Shares originally issued in connection with the Streamex Exchange acquisition on May 28, 2025, were converted into shares of the Company’s common stock from the issuance date through December 31, 2025, and an additional were converted during the six months ended June 30, 2026. Each Exchangeable Share is exchangeable on a one-for-one basis for a share of the Company’s common stock, subject to the terms of the exchange agreement.
Sale of Common Stock.
On January 22, 2026, the Company entered into an underwriting agreement with Needham & Company, LLC, as representative of the several underwriters, in connection with an underwritten public offering of the Company’s common stock. The Company issued shares of common stock at a public offering price of $ per share. The underwriters fully exercised their over-allotment option, resulting in the issuance of an additional shares of common stock. Aggregate gross proceeds from the offering, including the over-allotment option, were approximately $40,250. The Company incurred transaction costs of approximately $3,066, including underwriting discounts, commissions, and other offering expenses, resulting in net proceeds of approximately $37,184.
Common Stock Cancelled
In May 2026, the Company rescinded a previously approved equity compensation arrangement with the Company’s General Counsel covering shares of common stock. As part of this rescission, the shares were cancelled and the arrangement was terminated with no further equity compensation obligations.
Equity Line of Credit
As of June 30, 2026, the Company had approximately $ of remaining capacity under its Equity Subscription Agreement with Lind Global Fund III, LP, dated February 28, 2025, subject to the filing and effectiveness of a registration statement. No advances have been made under the Subscription Agreement as of June 30, 2026.
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