Subsequent Events |
6 Months Ended |
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Jun. 30, 2026 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Note 9 – Subsequent Events
On July 15, 2026, at the Company’s annual meeting of stockholders, the Company’s stockholders approved an amendment to the Incentive Plan to permit a one-time repricing of the Company’s stock options outstanding as of May 21, 2026 (the “Subject Options”). As of May 21, 2026, the Subject Options consisted of approximately 514,992 options with exercise prices ranging from $0.72 to $202.50 per share (on a post-split basis). The amendment authorizes the Board (or a committee thereof) to reduce the exercise price of the Subject Options to no less than the fair market value of the Company’s Class A common stock on the date any repricing is effected. The amendment does not increase the number of shares available for issuance under the Incentive Plan. Under ASC 718, if and when the Board implements the repricing, the Company will be required to recognize any incremental compensation expense resulting from the modification, measured as of the repricing date, over the remaining requisite service period. As of the date of this report, the Board has not determined whether or when to implement the repricing, and accordingly no incremental compensation expense has been recognized.
Effective July 31, 2026, following approval by our board of directors and stockholders, we effected a 1-for-30 reverse stock split of all of the Company’s issued and outstanding Class A and Class B common stock through the filing of an amendment to our certificate of incorporation with the State of Delaware. All share and per share information in this report is presented after giving effect to this reverse stock split retrospectively for all periods presented.
On August 6, 2026, the Company entered into a second Exchange Agreement with Streeterville pursuant to which Streeterville exercised its monthly redemption right under the Exchange Note described in Note 5 above. In accordance with the terms of the Exchange Note, Streeterville partitioned $108,332.50 from the outstanding balance of the Exchange Note and exchanged the resulting Partitioned Note for 22,297 shares of the Company’s Class A common stock at an effective conversion price of approximately $4.86 per share. The exchange was effected as a Section 3(a)(9) exchange under the Securities Act without any additional consideration paid by Streeterville. Following the exchange, the outstanding principal balance of the Exchange Note was reduced to approximately $1,191,538, plus accrued interest. Streeterville retains the right to redeem up to $108,332.50 (plus accrued interest) per calendar month for the remaining term of the Exchange Note, which matures on July 30, 2027.
On August 14, 2026, the Company received a letter from The Nasdaq Stock Market LLC confirming that the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2). Nasdaq determined that for the 10 consecutive business days from July 31 through August 13, 2026, the closing bid price for the Company’s Class A common stock was at $1.00 per share or greater, and accordingly the minimum bid price matter is now closed.
Management’s Evaluation
Management has evaluated subsequent events to determine if events or transactions occurring after the balance sheet date through the date the financial statements were issued require potential adjustment to or disclosure in the financial statements and has concluded that all such events or transactions that would require recognition or disclosure have been recognized or disclosed.
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