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SHAREHOLDERS’ EQUITY (DEFICIT)
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
SHAREHOLDERS’ EQUITY (DEFICIT)

NOTE 12 – SHAREHOLDERS’ EQUITY (DEFICIT)

 

On February 24, 2025, the Company effected the Reverse Stock Split described elsewhere in this Quarterly Report. All share amounts have been retroactively adjusted to account for the Reverse Stock Split as if it occurred at inception. The Reverse Stock Split did not have an effect on the number of authorized shares of common stock.

 

Common stock at the market sales agreement

 

On December 5, 2025, the Company entered into an ATM Sales Agreement with Virtu Americas LLC (“Virtu”) pursuant to which Virtu acted as the Company’s sole sales agent or principal with respect to the offer and sale from time-to-time of shares of the Company’s Class A Common Stock, par value $0.0001 per share, having an aggregate gross sales price of an aggregate of up to $9.3 million. The Company issued 436,757 shares of common stock for proceeds of $463 thousand in the twelve months ended December 31, 2025.

 

On March 19, 2026, the Company delivered a notice of termination to Virtu terminating the ATM Sales Agreement as of March 22, 2026.

 

On March 27, 2026, the Company entered into an ATM Sales Agreement with Curvature Securities, LLC (“Curvature”) pursuant to which Curvature will act as the Company’s sole sales agent or principal with respect to the offer and sale from time-to-time of shares of the Company’s Class A Common Stock, par value $0.0001 per share, having an aggregate gross sales price of an aggregate of up to $3,700,000. The Company issued 12,155,500 shares of common stock for gross proceeds of $3.6 million in the six months ended June 30, 2026 under this ATM Sales Agreement. The Company does not currently expect to be able to utilize this ATM program for the remainder of 2026 due to limitations imposed under SEC rules.

 

Security offerings

 

On June 7, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) for the sale by the Company of 6,500,000 shares of the Company’s Class A common stock. The Company received gross proceeds of $2.1 million from the offering. As part of the Purchase Agreement, the Company transferred 451,901 shares of FlyExclusive, Inc. common stock, held by the Company. The company recorded a loss of $54 thousand as part of the share transfer.

 

On June 28, 2026, the Company entered into a securities purchase agreement, dated June 27, 2026, for the sale by the Company of an aggregate of 11,038,767 shares of the Company’s Class A common stock. The Company received gross proceeds of approximately $1.82 million. As of June 30, 2026, $0.2 million of the proceeds were outstanding and recorded as equity contribution receivable on the consolidated balance sheets.

 

Preferred Stock

 

No shares of preferred stock have been issued as of June 30, 2026 and December 31, 2025.

 

Stock Options - Equity Incentive Plans

 

Summary of the 2025 Plan

 

The 2025 Stock Incentive Plan (the “2025 Plan”) was approved at the annual meeting of the shareholders of the Company on July 21, 2025. The 2025 Plan provides for the grant of stock options (both incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units, performance-based awards, and other stock- and cash-based awards. The Company has reserved a pool of shares of common stock for issuance pursuant to awards under the 2025 Plan equal to 415,584 shares. As of June 30, 2026 the Company had 39,060 shares available for issuance under the 2025 Plan.

 

Summary of the 2023 Plan

 

The 2023 Stock Incentive Plan (the “2023 Plan”) was approved at the special meeting of the shareholders of the Company on November 28, 2023. The 2023 Plan provides for the grant of stock options (both incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units, performance-based awards, and other stock- and cash-based awards. The Company has reserved a pool of shares of common stock for issuance pursuant to awards under the 2023 Plan equal to 224,348 shares. As of June 30, 2026 the Company had 23,005 shares available for issuance under the 2023 Plan.

 

Stock option activity for the periods presented is as follows:

 

    Options  

Weighted

Average

Exercise Price

Per Share

  

Weighted

Average

Remaining

Contractual

Term (years)

 
Outstanding as of December 31, 2025    17,703   $4.69    7.5 
Granted    —    —      
Cancelled    (1,194)   12.36      
Exercised    —    —      
Outstanding as of June 30, 2026    16,509   $4.41    5.82 
Exercisable as of June 30, 2026    15,861   $4.07      

 

 

The Black-Scholes option pricing model is used by the Company to determine the weighted-average fair value of share-based payments. The Company recognizes forfeitures as they occur. There were no stock options granted in the three and six months ended June 30, 2026 or 2025.

 

Restricted Stock

 

Restricted stock unit activity for the period presented is as follows:

 

  

Restricted Stock

Units

  

Weighted Average

Grant Date Fair

Value

 
Outstanding as of December 31, 2025   10,964   $18.75 
Granted   70,000    0.26 
Vested   (70,000)   0.26 
Forfeited   —    — 
Outstanding as of June 30, 2026   10,964   $18.75 

 

Stock based compensation expense was zero and $557 thousand for the three months ended June 30, 2026 and 2025, respectively. Stock based compensation expense was $30 and $603 thousand for the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026 the unrecognized compensation costs related to non-vested awards was $5 thousand and is expected to be recognized over a weighted average period of 1.4 years.

 

Warrants

 

As of June 30, 2026, there were 552,000 public warrants and 609,195 private placement warrants issued and outstanding.

 

Private placement warrants

 

The Company has 609,195 private placement warrants outstanding. Each private placement warrant is exercisable for one whole share of Class A common stock at a price of $287.50 per share. Such private placement warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are not redeemable by the Company. The private placement warrants are all exercisable as of June 30, 2026. There was no activity during the three and six months ended June 30, 2026.

 

Public warrants

 

Pursuant to the initial public offering (“IPO”) by Proof Acquisition Corp I (“PACI”) in 2021, the Company sold 1,104,000 units at a price of $250.00 per unit. Each unit consisted of one share of Class A common stock and one-half of one redeemable warrant. Each whole public warrant entitles the holder to purchase one share of Class A common stock at a price of $287.50 per share, subject to adjustment. A majority of the shares were redeemed before the December 2023 merger transaction, but the warrants remain. As a result, there are 552,000 public warrants outstanding as of June 30, 2026.

 

The public warrants became exercisable on the later of (a) 30 days after the completion of a business combination and (b) 12 months from the closing of the IPO. The public warrants expire five years after the completion of a business combination or earlier upon redemption or liquidation. The public and private warrants expire on December 1, 2028. The public warrants are all exercisable as of June 30, 2026. There was no activity during the three and six months ended June 30, 2026.