CAPITAL STOCK AND WARRANTS |
6 Months Ended |
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Jun. 30, 2026 | |
| Equity [Abstract] | |
| CAPITAL STOCK AND WARRANTS | NOTE G - CAPITAL STOCK AND WARRANTS
Preferred Stock
On July 31, 2018, The Greater Cannabis Company, Inc. (the “Company”) acquired 100% of the issued and outstanding shares of Class A common stock of Green C Corporation (“Green C”) in exchange for newly issued shares of the Company’s Series A Convertible Preferred Stock (the “Exchange”). Each share of Series A Convertible Preferred Stock is convertible into 50 shares of Common Stock and is entitled to 1.76 votes per share on all matters submitted to a vote of the holders of the Company’s capital stock, voting together with the holders of Common Stock and other voting securities as provided in the Company’s Articles of Incorporation, as amended..
On February 14, 2019, the Company issued shares of Series B Convertible Preferred Stock to Emet Capital Partners, LLC (“Emet”) in exchange for the surrender of all outstanding warrants held by Emet. Each share of Series B Convertible Preferred Stock was convertible into one share of Company common stock subject to adjustment in case, at the time of conversion, the market price per share of the Company common stock was less than $0.075 per share. On October 18, 2019, this exchange agreement was reversed. (See Note E)
On September 21, 2021, shares of Series A Preferred Shares were converted into shares of common stock.
Designation of Series B Convertible Preferred Stock
On October 22, 2025, the Company filed Articles of Amendment to its Articles of Incorporation with the Secretary of State of Florida creating a new class of shares of preferred stock, par value $ per share, designated as Series B Convertible Preferred Stock (the “Series B Preferred Shares”).
On October 22, 2025, the Company issued all Series B Preferred Shares to Aitan Zacharin, then the Company’s Chief Executive Officer and sole director, in consideration of his waiver of $20,000 in accrued but unpaid compensation due from the Company. On June 29, 2026, Trafalgar Asset Management, LLC, a Delaware limited liability company owned and controlled by Porfirio Sanchez Talavera, acquired all outstanding Series B Preferred Shares from Mr. Zacharin in connection with a change in control of the Company. Accordingly, as of June 30, 2026, Trafalgar Asset Management, LLC held all of the issued and outstanding Series B Preferred Shares and, by virtue of the voting rights associated with such shares, possessed voting control of the Company.
The Series B Preferred Shares have the following rights, features, privileges and limitations (in pertinent part):
TRAFALGAR INTERNATIONAL, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Six Months Ended June 30, 2026 and 2025 (Unaudited)
NOTE G - CAPITAL STOCK AND WARRANTS (continued)
Voting Rights. The Series B Preferred Shares vote together with shares of our common stock and our Series A Preferred Shares as a single class on all matters presented to a vote of holders of our capital stock, except as required by law. The Series B Preferred Shares entitle the holder thereof to 51.0% of the total voting power of the Company and to thereby control the Company’s business and affairs. In the event the Series B Preferred Shares are converted in part into shares of our common stock as set forth below or the holder transfers or seeks to transfer any of the Series B Preferred Shares to a third party, other than by the laws of descent and distribution, the super-voting rights described herein will terminate and the Series B Preferred Shares will vote on an “as converted basis” together with shares of our common stock and our Series A Preferred Shares as a single class on all matters presented to a vote of holders of our capital stock, except as required by law.
Dividends. The Series B Preferred Shares do not have dividend rights.
Liquidation, Dissolution, or Winding Up. Series B Preferred Shares will be entitled to a preference of $ per share to shares of our common stock and Series B Preferred Shares in the event of a liquidation, dissolution or winding up of the Company.
Conversion Rate and Adjustments.
Conversion Rate. The Conversion Rate shall be shares of common stock (as adjusted as provided for below) for each Series B Preferred Share.
Adjustment for Stock Splits and Combinations. If the Company shall at any time or from time to time after the issuance of the Series B Preferred Shares effect a subdivision of the outstanding common stock, the Conversion Rate then in effect immediately before that subdivision shall be proportionately increased. If the Company shall at any time or from time to time after the issuance of the Series B Preferred Shares combine the outstanding shares of common stock, the conversion rate then in effect immediately before the combination shall be proportionately decreased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective.
Adjustment for Merger or Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification, consolidation, or merger involving the Company in which the common stock (but not the Series B Preferred Shares) is converted into or exchanged for securities, cash, or other property, then, following any such reorganization, recapitalization, reclassification, consolidation, or merger, each Series B Preferred Share shall thereafter be convertible in lieu of the common stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property that a holder of the number of shares of common stock of the Company issuable upon conversion of one Series B Preferred Share immediately prior to such reorganization, recapitalization, reclassification, consolidation, or merger would have been entitled to receive pursuant to such transaction.
Conversion.
(a) Series B Preferred Shares are convertible into common stock at the option of the holder in whole or in part at any time at the conversion rate then in effect.
(b) If so required by the Company, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Company, duly executed by the registered holder or by his, her, or its attorney duly authorized in writing. As soon as practicable after a conversion and the surrender of the certificate or certificates for Series B Preferred Shares, the Company shall cause to be issued and delivered to such holder, or on his, her, or its written order, a certificate or certificates for the number of full shares of common stock issuable on such conversion and cash b) in respect of any fraction of a share of common stock otherwise issuable upon such conversion.
(c) All certificates or other form of ownership evidencing shares of Series Preferred Shares (if any) that are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the date on which such preferred shares were converted, be deemed to have been retired and canceled and the shares of Series B Preferred Shares represented thereby converted into common stock for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates or other form of ownership on or prior to such date. Such converted Series B Preferred Shares may not be reissued as shares of such Series, and the Company may thereafter take such appropriate action (without the need for shareholder action) as may be necessary to reduce the authorized number of Series B Preferred Shares accordingly.
TRAFALGAR INTERNATIONAL, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Six Months Ended June 30, 2026 and 2025 (Unaudited)
NOTE G - CAPITAL STOCK AND WARRANTS (continued)
Common Stock
Effective March 10, 2017, in connection with a partial spin-off of the Company from Sylios Corp, the Company issued a total of shares of its common stock. shares were issued to Sylios Corp (representing 19.99% of the issued and outstanding shares of Company common stock after the spin-off) and shares were issued to the stockholders of record of Sylios Corp on February 3, 2017 on the basis of one share of Company common stock for each shares of Sylios Corp common stock held (representing 80.01% of the issued and outstanding shares of Company common stock after the spin-off).
On January 4, 2019, the Company issued shares of its common stock pursuant to a conversion of $670 principal and $100 accrued interest of its convertible note dated May 25, 2018 by Emet Capital Partners, LLC (“Emet”). This conversion was based on a conversion price of $0.001 per share (rather than the Variable Conversion Price provided in the related note) submitted by Emet in its Conversion Notice. Emet asserted that the Company had committed a dilutive issuance, which triggered the “ratchet-down” provision of the related note which provides for a reduction of the conversion price. The $99,302 excess of the $100,072 fair value of the shares over the $770 liability reduction was charged to Loss on Conversion of Debt in the three months ended March 31, 2019.
On January 4, 2019, the Company issued shares of its common stock pursuant to an exercise of the equivalent of 1,400 warrants (of the 440,000 warrants issued to Emet Capital Partners, LLC on May 25, 2017) in a cashless exercise transaction based on a ratchet-down exercise price of $0.001 per share.
On April 16, 2019, the Company issued shares of its common stock pursuant to conversions of $40,500 principal and $7,961 accrued interest of two convertible notes issued to by Emet Capital Partners, LLC (“Emet”). The $131,537 excess of the $179,998 fair value of the shares over the $47,961 liability reduction was charged to Loss on Conversion of Debt in the three months ended June 30, 2019.
On May 29, 2019, the Company issued a total of shares of its common stock to two consulting firm entities for certain specified investor relations and advisory services. The $ fair value of the shares was charged to Other Operating Expenses in the three months ended June 30, 2019.
TRAFALGAR INTERNATIONAL, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Six Months Ended June 30, 2026 and 2025 (Unaudited)
NOTE G - CAPITAL STOCK AND WARRANTS (continued)
On August 15, 2019, the Company issued shares of its common stock to an entity consultant for accounting services rendered. The $12,250 fair value of the shares was charged to Other Operating Expenses.
On October 18, 2019, the Company entered into two Exchange Agreements with Emet Capital Partners, LLC (“Emet”). The first Exchange Agreement provided for the exchange of three outstanding convertible notes payable to Emet with a total remaining principal balance of $20,399 and a total accrued interest balance of $5,189 for three new convertible notes payable to Emet in the total amount of $25,587. The new notes bear interest at 6%, are due on February 12, 2020 and are convertible into common stock at a conversion price equal to 75% of the lowest Trading Price during the 15 Trading Day Period prior to the Conversion Date. The second Exchange Agreement provided for the reversal of the February 14, 2019 exchange agreement pursuant to which certain warrants then held by Emet were exchanged for shares of Series B Convertible Preferred Stock (see Note G) and the exchange of such warrants for four new convertible notes payable to Emet in the total amount of $675,000. These new note bear interest at 2%, are due on October 18, 2020 and are convertible into common stock at a conversion price equal to 75% of the lowest Trading Price during the 15 Trading Day Period prior to the Conversion Date.
On November 11, 2019, the Company issued shares of its common stock pursuant to a conversion of $53,705 principal and $2,680 accrued interest and fees of its convertible note dated October 18, 2019 by Emet.
On December 20, 2019, the Company issued shares of its common stock pursuant to a conversion of $29,000 principal and $4,015 accrued interest and fees of its convertible note dated October 18, 2019 by Emet.
On December 24, 2019, the Company issued shares of its common stock pursuant to a conversion of $10,000 principal and $515 accrued interest and fees of its convertible note dated October 18, 2019 by Emet.
During the three months ended March 31, 2020, the Company issued a total of shares of common stock pursuant to conversions of an aggregate of $165,350 in principal and $11,793 in interest under our outstanding convertible notes. The $228,949 excess of the $406,093 fair value of the shares of common stock at the respective dates of issuance over the $177,143 liability reduction was charged to Loss on Conversions of Notes Payable.
During the three months ended June 30, 2020, the Company issued a total of shares of common stock pursuant to conversions of an aggregate of $67,082 in principal and $10,613 in interest under our outstanding convertible notes. The $132,838 excess of the $210,532 fair value of the shares of common stock at the respective dates of issuance over the $77,695 liability reduction was charged to Loss on Conversions of Notes Payable.
During the three months ended September 30, 2020, the Company issued a total of shares of common stock pursuant to conversions of an aggregate of $311,050 in principal and $18,462 in interest under our outstanding convertible notes. The $467,554 excess of the $797,067 fair value of the shares of common stock at the respective dates of issuance over the $329,512 liability reduction was charged to Loss on Conversions of Notes Payable.
During the three months ended December 31, 2020, the Company issued a total of shares of common stock pursuant to conversions of an aggregate of $325,212 in principal and $16,849 in interest under our outstanding convertible notes. The $462,263 excess of the $804,324 fair value of the shares of common stock at the respective dates of issuance over the $342,061 liability reduction was charged to Loss on Conversions of Notes Payable.
During the three months ended March 31, 2021, the Company recorded the conversion of note payable ($22,500) and accrued interest ($814) into shares of common stock (Fair Value of $45,525).
TRAFALGAR INTERNATIONAL, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Six Months Ended June 30, 2026 and 2025 (Unaudited)
NOTE G - CAPITAL STOCK AND WARRANTS (continued)
During the three months ended June 30, 2021, the Company recorded the value of the warrants at $262,429 and the conversion of the second FirstFire note tranche in the amount of $39,000.
On July 15, 2021, the Company issued shares for the conversion of $52,080 principal on the FirstFire note dated March 5, 2021 at a conversion price of $.005208.
On June 1, 2022, the Company issued shares for the conversion of $25,000 principal on the FirstFire note dated March 5, 2021 at a conversion price of $.001.
During the three months ended September 30, 2022, the Company issued shares for the conversion of $135,000 principal on the FirstFire note dated March 5, 2021 at a conversion price of $.001.
During the three months ended December 31, 2022, the Company issued shares for the conversion of $64,000 principal on the FirstFire note dated March 5, 2021 at a conversion price of $.001.
During the year ended December 31, 2023, the Company issued shares for the conversion of $72,000 principal on the FirstFire note dated March 5, 2021 at a conversion price of $.001.
During the three months ended March 31, 2025, the Company issued shares for the conversion of $22,400 principal on the FirstFire note dated March 5, 2021 at a conversion price of $.00028 and shares for the conversion of $37,680 principal on the FirstFire note dated March 5, 2021 at a conversion prices of $.00042.
On February 17, 2025, the Company issued shares of common stock for compensation valued at $ .
On April 3, 2025, the Company issued shares of common stock at $.0001 for accrued compensation valued at $.
During the three months ended June 30, 2025, the Company issued shares for the conversion of $97,200 principal on the FirstFire note dated March 5, 2021 at conversion prices from $.00025 to $.0004.
The Company implemented a 1-for-1,500 Reverse Split of the Company’s common stock (the “Reverse Split”) effective as of the close of business on October 15, 2025. As a result, every pre-Reverse Split shares of common stock outstanding will automatically combine into one new share of post-Reverse Split common stock without any action on the part of the holders.
The Company’s common stock will begin trading on a post-Reverse Split basis at the opening of trading on Thursday, October 16, 2025. In connection therewith, the Company’s ticker symbol will be GCAND for twenty (20) trading days to designate that it is trading on a post-Reverse Split basis. In addition, our post-Reverse Split common stock will trade under the new CUSIP Number 391657202.
Following the Reverse Split, the number of shares of the Company’s issued and outstanding Common Stock was reduced from shares to approximately shares. No fractional shares of Common Stock were issued as a result of the Reverse Split. Instead, the Company issued one whole share of post-Reverse Split Common Stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Split. The number of authorized shares of Common Stock remained unaffected, and the par value remained $ per share..
In connection with the reverse stock split, we filed Articles of Amendment to our Articles of Incorporation with the Secretary of State of Florida, a copy of which is included as Exhibit 35.1 to this Report.
On October 22, 2025, the Company issued shares of common stock for the conversion of $13,400 principal on the FirstFire note dated March 5, 2021 at a conversion price of $.0002.
During the second quarter 2026, the Company issued shares of common stock for accrued compensation.
TRAFALGAR INTERNATIONAL, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Six Months Ended June 30, 2026 and 2025 (Unaudited)
NOTE G - CAPITAL STOCK AND WARRANTS (continued)
Warrants
On March 11, 2021, in connection with the issuance of a Convertible Promissory Note to FirstFire Global Opportunities Fund, LLC (“FF”) (see Note E), the Company issued three warrants to FF: Warrant A to purchase 25,000,000 shares of Common Stock at an exercise price of $0.025 per share; Warrant B to purchase 15,000,000 shares of Common Stock at an exercise price of $0.05 per share; and Warrant C to purchase 10,000,000 shares of Common Stock at an exercise price of $0.075 per share. Each of Warrant A, Warrant B and Warrant C had an expiration date of September 11, 2022. The warrants were valued at $262,429 when issued during the three months ended June 30, 2021. Copies of Warrant A, Warrant B and Warrant C were filed as Exhibits 10.4, 10.5 and 10.6, respectively, to the Company’s Current Report on Form 8-K dated March 16, 2021.
Warrant A, Warrant B and Warrant C expired by their terms on September 11, 2022. As of June 30, 2026, none of such warrants remained outstanding or exercisable, and the Company had no outstanding warrants.
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