SUBSEQUENT EVENTS	6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS The Company has evaluated subsequent events from June 30, 2026, through August 14, 2026, the date the condensed consolidated financial statements were available to be issued. Nasdaq Notice of Non-Compliance with Continued Listing Requirement On July 1, 2026, the Company received written notice from the Listing Qualifications Staff of The Nasdaq Stock Market LLC that it is not in compliance with the $2.5 million stockholders’ equity requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b). As a result, the Company’s securities are subject to suspension and delisting unless it timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The Company requested a hearing before the Panel, which was held on August 13, 2026. The Company believes it has since regained compliance with the applicable listing standard and presented its position to the Panel at the hearing. As of the date of this Quarterly Report, the Company has not been delisted from Nasdaq and continues to await a formal written decision from the Panel, which is expected within approximately three weeks of the hearing date. There can be no assurance that the Panel will grant continued listing, and the Company’s common stock remains subject to potential delisting pending the Panel’s determination. On July 23, 2026, at the Company’s reconvened Annual Meeting of Shareholders, shareholders approved an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of Class A common stock from 694,445 shares to 55,000,000 shares. The amendment provides the Company with additional flexibility for future corporate purposes, subject to applicable law, Nasdaq listing requirements, and Board approval. CFO Transition On July 30, 2026, Ryan Zeek notified the Board of Directors of his resignation as Chief Financial Officer of the Company, effective August 17, 2026. Mr. Zeek’s resignation was voluntary and was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices; he has agreed to provide limited transition support through September 30, 2026. In connection with his departure, the Board appointed Jennifer Grabow, the Company’s former Controller, as interim Chief Financial Officer, effective August 16, 2026, to serve until a permanent successor is appointed, pursuant to an interim appointment agreement dated August 3, 2026 providing for an annual base salary of $210,000 and eligibility for a quarterly performance based bonus. Ms. Grabow’s interim designation is subject to mutual review at the 90-day mark on November 16, 2026. Series D Convertible Preferred Stock Financing On August 5, 2026, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the purchasers (collectively, the “Purchasers”), pursuant to which the Company agreed to sell to the Purchasers an aggregate of 937,500 shares of the Company’s newly designated Series D Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), at a purchase price of $8.00 per share, each share having a stated value of $10.00, reflecting a 20% original issue discount (“OID”). The Preferred Stock is convertible into shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”), in accordance with the terms of the Certificate of Designation. The Company agreed to issue and sell the Preferred Stock in two tranches: Tranche One, in the amount of $5,500,000 (687,500 shares of Preferred Stock), payable on or before the Closing Date; and Tranche Two, in the amount of $2,000,000 (the “Effectiveness Tranche Amount”) (250,000 shares of Preferred Stock), payable upon effectiveness of the resale registration statement, subject to a 60-calendar-day outside date and to the Company obtaining the Required Stockholder Approvals and remaining current in its SEC reporting obligations. In connection with the closing of the transaction, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada pursuant to NRS 78.1955, establishing up to 937,500 shares of Series D Convertible Preferred Stock. The Preferred Stock ranks senior to the Company’s Class A Common Stock and Class B Common Stock with respect to liquidation distributions, does not accrue dividends in the ordinary course, and is convertible at any time after the Initial Issuance Date at a conversion price generally based on a discount to recent market prices, subject to an applicable floor price, a 4.99% beneficial ownership limitation, and (absent the Required Stockholder Approvals) a 19.99% exchange cap under Nasdaq Listing Rule 5635(d). Upon the occurrence of a Dividend Trigger Event, a cumulative Default Dividend at a rate of 20% per annum accrues on the stated value of the outstanding Preferred Stock, payable monthly solely in kind. Equity Purchase Agreement (Equity Line of Credit) Concurrently with the closing of the transaction, the Company entered into an Equity Purchase Agreement, dated August 5, 2026, with the Investor identified on the signature page thereto (the “Investor”), establishing an equity line facility under which the Company may sell to the Investor up to $15,000,000 (the “Maximum Commitment Amount”) of shares of the Company’s Class A Common Stock over a 36-month commitment period, at a purchase price equal to 95% of the applicable market price, subject to the Maximum Regular Put Amount and Maximum Intraday Put Amount and a 4.99% beneficial ownership limitation (subject to adjustment up to 9.99% upon 61 days’ prior notice). In connection with the Equity Purchase Agreement, the Company approved a form of Pre-Funded Warrant to purchase shares of Class A Common Stock, which the Investor may elect to receive in lieu of Commitment Shares (including True-Up Commitment Shares). The Pre-Funded Warrants carry a nominal exercise price of $0.0001 per share, are exercisable at any time until exercised in full with no fixed expiration date, permit cashless exercise, and are subject to a 4.99% beneficial ownership limitation (subject to adjustment up to 9.99% upon 61 days’ prior notice). Registration Rights Agreement; Lock-Up Agreements; Placement Agent Agreement In connection with the Securities Purchase Agreement, the Company and the Purchasers entered into a Registration Rights Agreement, dated August 5, 2026, pursuant to which the Company agreed to file an initial resale registration statement within 30 calendar days of the Closing Date and to use its best efforts to have it declared effective within 60 calendar days of the Closing Date. The Company’s directors, executive officers, and certain stockholders entered into Lock-Up Agreements, dated August 5, 2026, restricting transfers of Common Stock for 180 calendar days following the Closing Date. The Company also entered into a Placement Agent Agreement, dated August 5, 2026, with RBW Capital Partners LLC and Dawson James Securities, Inc., pursuant to which the Company agreed to pay a cash fee equal to 7.0% of aggregate gross proceeds from the Placement and 2.0% of amounts drawn under the Equity Purchase Agreement. Nasdaq Listing Compliance In August 2026, the Company completed an equity raise of $4.8 million, net of fees, and used a portion of the proceeds to repay approximately $2.25 million of principal and $0.14 million of prepayment penalty under its WhiteHawk Credit Agreement. As a result, the Company regained compliance with Nasdaq’s $2.5 million Shareholders’ Equity Listing Requirement for continued listing on The Nasdaq Capital Market pursuant to Listing Rule 5550(b)(1) (the “Equity Rule”). The Company is awaiting Nasdaq’s formal determination that it has evidenced compliance with the Equity Rule.

On July 1, 2026, the Company received written notice from the Listing Qualifications Staff of The Nasdaq Stock Market LLC that it is not in compliance with the $2.5 million stockholders’ equity requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b). As a result, the Company’s securities are subject to suspension and delisting unless it timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”).

The Company requested a hearing before the Panel, which was held on August 13, 2026. The Company believes it has since regained compliance with the applicable listing standard and presented its position to the Panel at the hearing.

As of the date of this Quarterly Report, the Company has not been delisted from Nasdaq and continues to await a formal written decision from the Panel, which is expected within approximately three weeks of the hearing date. There can be no assurance that the Panel will grant continued listing, and the Company’s common stock remains subject to potential delisting pending the Panel’s determination.

On July 23, 2026, at the Company’s reconvened Annual Meeting of Shareholders, shareholders approved an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of Class A common stock from 694,445 shares to 55,000,000 shares. The amendment provides the Company with additional flexibility for future corporate purposes, subject to applicable law, Nasdaq listing requirements, and Board approval.

On July 30, 2026, Ryan Zeek notified the Board of Directors of his resignation as Chief Financial Officer of the Company, effective August 17, 2026. Mr. Zeek’s resignation was voluntary and was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices; he has agreed to provide limited transition support through September 30, 2026. In connection with his departure, the Board appointed Jennifer Grabow, the Company’s former Controller, as interim Chief Financial Officer, effective August 16, 2026, to serve until a permanent successor is appointed, pursuant to an interim appointment agreement dated August 3, 2026 providing for an annual base salary of $210,000 and eligibility for a quarterly performance based bonus. Ms. Grabow’s interim designation is subject to mutual review at the 90-day mark on November 16, 2026.

On August 5, 2026, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the purchasers (collectively, the “Purchasers”), pursuant to which the Company agreed to sell to the Purchasers an aggregate of 937,500 shares of the Company’s newly designated Series D Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), at a purchase price of $8.00 per share, each share having a stated value of $10.00, reflecting a 20% original issue discount (“OID”). The Preferred Stock is convertible into shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”), in accordance with the terms of the Certificate of Designation.

The Company agreed to issue and sell the Preferred Stock in two tranches: Tranche One, in the amount of $5,500,000 (687,500 shares of Preferred Stock), payable on or before the Closing Date; and Tranche Two, in the amount of

$2,000,000 (the “Effectiveness Tranche Amount”) (250,000 shares of Preferred Stock), payable upon effectiveness of the resale registration statement, subject to a 60-calendar-day outside date and to the Company obtaining the Required Stockholder Approvals and remaining current in its SEC reporting obligations.

In connection with the closing of the transaction, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada pursuant to NRS 78.1955, establishing up to 937,500 shares of Series D Convertible Preferred Stock. The Preferred Stock ranks senior to the Company’s Class A Common Stock and Class B Common Stock with respect to liquidation distributions, does not accrue dividends in the ordinary course, and is convertible at any time after the Initial Issuance Date at a conversion price generally based on a discount to recent market prices, subject to an applicable floor price, a 4.99% beneficial ownership limitation, and (absent the Required Stockholder Approvals) a 19.99% exchange cap under Nasdaq Listing Rule 5635(d). Upon the occurrence of a Dividend Trigger Event, a cumulative Default Dividend at a rate of 20% per annum accrues on the stated value of the outstanding Preferred Stock, payable monthly solely in kind.

Concurrently with the closing of the transaction, the Company entered into an Equity Purchase Agreement, dated August 5, 2026, with the Investor identified on the signature page thereto (the “Investor”), establishing an equity line facility under which the Company may sell to the Investor up to $15,000,000 (the “Maximum Commitment Amount”) of shares of the Company’s Class A Common Stock over a 36-month commitment period, at a purchase price equal to 95% of the applicable market price, subject to the Maximum Regular Put Amount and Maximum Intraday Put Amount and a 4.99% beneficial ownership limitation (subject to adjustment up to 9.99% upon 61 days’ prior notice).

In connection with the Equity Purchase Agreement, the Company approved a form of Pre-Funded Warrant to purchase shares of Class A Common Stock, which the Investor may elect to receive in lieu of Commitment Shares (including True-Up Commitment Shares). The Pre-Funded Warrants carry a nominal exercise price of $0.0001 per share, are exercisable at any time until exercised in full with no fixed expiration date, permit cashless exercise, and are subject to a 4.99% beneficial ownership limitation (subject to adjustment up to 9.99% upon 61 days’ prior notice).

In connection with the Securities Purchase Agreement, the Company and the Purchasers entered into a Registration Rights Agreement, dated August 5, 2026, pursuant to which the Company agreed to file an initial resale registration statement within 30 calendar days of the Closing Date and to use its best efforts to have it declared effective within 60 calendar days of the Closing Date. The Company’s directors, executive officers, and certain stockholders entered into Lock-Up Agreements, dated August 5, 2026, restricting transfers of Common Stock for 180 calendar days following the Closing Date. The Company also entered into a Placement Agent Agreement, dated August 5, 2026, with RBW Capital Partners LLC and Dawson James Securities, Inc., pursuant to which the Company agreed to pay a cash fee equal to 7.0% of aggregate gross proceeds from the Placement and 2.0% of amounts drawn under the Equity Purchase Agreement.

In August 2026, the Company completed an equity raise of $4.8 million, net of fees, and used a portion of the proceeds to repay approximately $2.25 million of principal and $0.14 million of prepayment penalty under its WhiteHawk Credit Agreement. As a result, the Company regained compliance with Nasdaq’s $2.5 million Shareholders’ Equity Listing Requirement for continued listing on The Nasdaq Capital Market pursuant to Listing Rule 5550(b)(1) (the “Equity Rule”). The Company is awaiting Nasdaq’s formal determination that it has evidenced compliance with the Equity Rule.