STOCKHOLDERS’ DEFICIT |
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Jun. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||
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| STOCKHOLDERS’ DEFICIT | NOTE 7. STOCKHOLDERS’ DEFICIT
Common Stock
As of June 30, 2026, the Company had shares of common stock issued and outstanding. For accounting purposes related to earnings per share, only shares that are fully vested are considered issued and outstanding.
Below is a reconciliation of shares of common stock issued and outstanding:
Pre-funded Warrants
On May 15, 2026, the Company closed the sale of the Pre-funded Warrants to purchase up to 375,000 shares of common stock to a single accredited investor, the Patel Family, in a private placement exempt from registration under Section 4(a)(2) of the Securities Act pursuant to a Securities Purchase Agreement dated May 11, 2026. The Pre-funded Warrants were sold for an aggregate purchase price of $3,000,000, representing an issue price of $0.0001 per warrant plus prepayment of substantially all of the per-share exercise price. Each Pre-funded Warrant is exercisable for one share of the Company’s common stock, par value $ per share, at a remaining exercise price of $0.0001 per share, and does not expire until exercised in full.
The Pre-funded Warrants may be exercised for cash or, at the holder’s election, on a cashless basis. The Company is not required, under any circumstance, to settle the Pre-funded Warrants in cash. The holder’s ability to exercise the Pre-funded Warrants is limited to a beneficial ownership cap of 9.99% of the Company’s then-outstanding common stock, which the holder may increase to up to 19.99% upon 61 days’ prior written notice to the Company.
As of June 30, 2026, none of the Pre-funded Warrants had been exercised. As of June 30, 2026, there are 375,000 Pre-funded Warrants outstanding.
Public Warrants
As of June 30, 2026, there are 347,732 public warrants outstanding.
Private Placement Warrants
As of June 30, 2026, there are 11,768 private placement warrants outstanding.
See Note 3 for additional information on the Company’s warrant accounting policy.
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