Stockholders' Equity |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Stockholders' Equity [Abstract] | |
| STOCKHOLDERS’ EQUITY | 12. STOCKHOLDERS’ EQUITY
Sale of Series C Preferred Stock
During the six months ended June 30, 2026, the Company sold 1,800 shares of its Series C Convertible Preferred Stock, with a stated value of $1,000 per share, for aggregate net proceeds of $1,547,800.
Conversions of Series C Preferred Stock
During the six months ended June 30, 2026, holders of the Company’s Series C Convertible Preferred Stock converted an aggregate of 3,372 shares of Series C Preferred Stock into an aggregate of 167,684 shares of common stock in accordance with the terms of the certificate of designation.
Exchange of Series A Preferred Stock
In February 2026, the Company issued 58,500 shares of common stock in exchange for the surrender of 39,000 shares of Series A Preferred Stock held by its Chief Executive Officer, a related party. The reacquisition of the preferred stock was accounted for as an equity transaction, and no gain or loss was recognized in the condensed consolidated statements of operations. The excess of the fair value of the common shares issued over the carrying amount of the preferred stock surrendered, amounting to $395,967, was recorded as a deemed dividend and is deducted from net loss in computing net loss attributable to common stockholders.
Series E Preferred Stock
On June 17, 2026, the Company designated 340,000 shares of Series E Convertible Preferred Stock, par value $1.00 and stated value $100.00 per share, of which 137,840 shares were issued and outstanding at June 30, 2026. The Series E Preferred Stock is not redeemable and bears no stated dividend, but participates on an as-converted basis in any dividend declared on the common stock. Upon a liquidation, qualifying merger or qualifying sale, holders are entitled to the $100 stated value per share before any payment to junior stock and on a pari passu basis with parity stock. Holders have no voting rights except as required by law. Each share is convertible at the holder’s option into 100 shares of common stock at a conversion price of $1.00 per share, subject to adjustment for stock splits, combinations and reclassifications and to reduction upon issuances of common stock or convertible securities below the conversion price. Conversion is limited such that a holder may not beneficially own more than 4.9% of the outstanding common stock, and shares issuable on conversion are capped at 19.9% of the common stock outstanding immediately prior to the transaction pending stockholder approval.
Issuance of Series E Preferred Stock
In June 2026, in connection with the acquisition of CS Digital Ventures, LLC, the Company issued 140,000 shares of its Series E Preferred Stock as partial consideration for the acquisition (see Note 4).
Conversions of Series E Preferred Stock
During the six months ended June 30, 2026, holders of the Company’s Series E Convertible Preferred Stock converted an aggregate of 2,160 shares of Series E Preferred Stock, into an aggregate of 216,000 shares of common stock in accordance with the terms of the certificate of designation.
Settlement of Notes Payable and Due to Affiliates
As described in Note 8, during the six months ended June 30, 2026, the Company issued an aggregate of 147,281 shares of common stock in settlement of notes payable and amounts due to affiliates.
Stock-Based Compensation
During the six months ended June 30, 2026 and 2025, the Company recognized stock-based compensation expense of $640,177 and $212,596. |