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EQUITY
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
EQUITY

NOTE 5—EQUITY

 

(a) General

 

At June 30, 2026, the Company had issued 52,767,652 shares and had 49,332,455 shares of its stock outstanding with a par value of $0.01 per share.

 

At December 31, 2025, the Company had issued 50,316,672 shares and had 46,881,475 shares of its common stock outstanding with a par value of $0.01 per share.

 

In March 2026, the Company issued 2,450,980 shares of its common stock to an individual accredited investor in a privately negotiated transaction for cash proceeds of $250,000, or $0.102 per share. The proceeds were recorded as $24,510 of common stock at par value and $225,490 of additional paid-in capital and were used for working capital and general corporate purposes. The shares issued rank equally with, and carry the same rights and privileges as all other outstanding shares of the Company’s common stock. No warrants, options, registration rights, board designation rights, anti-dilution or price protection, or similar rights were granted in connection with the transaction, and the purchaser holds less than 5% of the Company’s outstanding common stock. The shares were not registered under the Securities Act of 1933 and were issued in reliance on the exemption from registration provided by Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder.

 

Holders of outstanding common stock are entitled to receive dividends when, and if declared by the Board, and to share ratably in the assets of the Company legally available for distribution in the event of liquidation, dissolution or winding up of the Company.

 

 

(b) Summary Employee Option Information

 

The Company’s stock option plan provides for the grant to officers, directors, third party contractors and other future key employees of options to purchase shares of common stock. The purchase price may be paid in cash or, if the option is “in-the-money”, it is automatically exercised “net”. In a net exercise of an option, the Company does not require a payment of the exercise price of the option from the optionee but reduces the number of shares of common stock issued upon the exercise of the option by the smallest number of whole shares that has an aggregate fair market value equal to or in excess of the aggregate exercise price for the option shares covered by the option exercised. Each option is exercisable to one share of the Company’s common stock. Most options expire within six years from the date of the grant and generally vest on the first anniversary date of their issuance. Pursuant to the Equity Incentive Plan the Company’s board of directors approved on November 12, 2018, an aggregate of 6,360,000 options have been issued to directors and investor relations professionals of which 300,000 have expired and 6,060,000 remain outstanding.

 

No options were issued during the six months ended June 30, 2026 and 2025.

 

The expected term of the options represents an estimate of the length of time until the expected date of exercising the options. Options granted have a maximum life of 7 years. With respect to determining expected exercise behavior, the Company has grouped its option grants into certain groups to track exercise behavior and establish historical rates. The Company estimated volatility by considering historical stock volatility over the expected term of the option. The risk-free interest rates are based on the U.S. Treasury yields for a period consistent with the expected term. The dividend yield of 0% is based on the Company’s history and expectation of dividend payout. The Company has not paid and does not anticipate paying dividends in the near future.

 

(c) Summary Option Information

 

A summary of the Company’s option plans for the six months ended June 30, 2026, is presented below (unaudited):

 

   Number   Weighted 
   of   Average 
   Options   Exercise 
   (in shares)   Price 
Outstanding, December 31, 2025   6,060,000   $0.137 
Granted   -    - 
Outstanding, June 30, 2026   6,060,000   $0.137 
Exercisable, June 30, 2026   6,060,000   $0.137 

 

Stock-based compensation expense was $8,838 and $97 in the six and three months ended June 30, 2025, respectively. There was no such stock-based compensation expense during the six and three months ended June 30, 2026.

 

(d) Warrants

 

The Company had issued warrants at exercise prices equal to or greater than the market value of the Company’s common stock at the date of issuance. All warrants expired on June 28, 2025.