Stockholders’ Deficit and Mezzanine Equity |
6 Months Ended | ||
|---|---|---|---|
Jun. 30, 2026 | |||
| Stockholders’ Deficit and Mezzanine Equity [Abstract] | |||
| Stockholders’ Deficit and Mezzanine Equity |
Series A Preferred Stock
The Series A Preferred Stock is classified as mezzanine equity because, upon the occurrence of certain contingent events outside the Company’s control, the holders may require redemption for cash at the liquidation value described below. The Series A Preferred Stock has a liquidation preference of $10,000,000 (the “Liquidation Value”), payable only upon certain liquidity events or upon the achievement of a market value of the Company’s equity equal to $200,000,000 or more. The Series A Preferred Stock may be redeemed in whole or in part as determined by resolution of the Board of Directors at a price equal to the Liquidation Value, has no voting rights except as required by law, and is not convertible into any other equity securities of the Company. There were 10,000,000 shares of Series A Preferred Stock issued and outstanding as of June 30, 2026 and December 31, 2025, and no dividends were declared during any period presented.
The Series A Preferred Stock does not participate in dividends or undistributed earnings with the common stock under any contractual formula, is not convertible into common stock, and has no rights to share in the Company’s earnings other than its stated liquidation preference, which is payable only upon the occurrence of specified contingent liquidity or valuation events. Accordingly, management concluded that the Series A Preferred Stock is not a participating security within the meaning of ASC 260-10-45-59A through 45-61, and the two-class method of computing earnings per share is not applicable. Common Stock
As of June 30, 2026, the Company is authorized to issue 1,000,000,000 shares of common stock at a par value of $0.001 per share, of which 14,101,318 and 14,099,393 shares were issued and outstanding as of June 30, 2026 and December 31, 2025, respectively. Holders of common stock are entitled to one vote per share, are entitled to receive dividends when, as and if declared by the Board of Directors, and, upon liquidation, are entitled to receive on a proportional basis any assets remaining after payment of the Company’s liabilities and the liquidation preference of the Series A Preferred Stock. Holders of common stock have no conversion, preemptive, or other subscription rights.
Common Stock Issued for Services
During the six months ended June 30, 2026, the Company issued 1,925 shares of restricted common stock to members of its Advisory Board and Development Committee as compensation for advisory, strategic, and development-related services, with an aggregate grant-date fair value of $16,266, all of which was recognized in the first quarter of 2026. Such awards are non-employee stock-based compensation arrangements accounted for under ASC 718, Compensation—Stock Compensation and are measured at the grant-date fair value based on the closing market price of the Company’s common stock. All shares issued under these arrangements are fully vested upon issuance. Advisory Board and Development Committee compensation was recorded as general and administrative expense in the accompanying unaudited condensed consolidated statement of operations. No shares were issued for services during the three months ended June 30, 2026. |