v3.26.1
Stockholders’ Equity
6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Stockholders’ Equity

NOTE 11. Stockholders’ Equity

 

Series A Preferred Stock

 

In September 2022, the Company established the Series A Preferred Stock. The authorized number of shares of Series A Preferred Stock is 6,000. Each share has a par value of $0.0001. Each share of Series A Preferred Stock is convertible into 10,000 shares of Common Stock and was originally entitled to 100 votes per share. Pursuant to an amendment to the Certificate of Designation on August 22, 2024, each share is entitled to 10,000 votes per share.

 

During the six months ended June 30, 2026 and 2025, no shares of Series A Preferred Stock were issued.

 

As of June 30, 2026 and December 31, 2025, there were 5,403 shares of Series A Preferred Stock issued and outstanding.

 

Series B Preferred Stock

 

In September 2022, the Company established the Series B Preferred Stock. The authorized number of shares of Series B Preferred Stock is 6,000 with a par value of $0.0001 per share. Each share is convertible into 1,000 shares of Common Stock and is entitled to 1,000 votes per share.

 

During the six months ended June 30, 2026 and 2025, no shares of Series B Preferred Stock were issued.

 

As of June 30, 2026 and December 31, 2025, there were no shares of Series B Preferred Stock issued and outstanding.

 

 

Series C Preferred Stock

 

In December 2023, the Company established the Series C Preferred Stock with 910,000 authorized shares and a par value of $0.0001 per share. Each share is convertible into 20 shares of Common Stock. Initially, each share carried one vote; however, in February 2025, the Certificate of Designation was amended to provide 20 votes per share.

 

During the six months ended June 30, 2026 and 2025, no shares of Series C Preferred Stock were issued.

 

As of June 30, 2026 and December 31, 2025, there were 595,000 shares of Series C Preferred Stock issued and outstanding.

 

Series E Preferred Stock

 

On January 5, 2025, the Company established the Series E Preferred Stock. Each share of Series E Preferred Stock is convertible into 500 shares of Common Stock and votes on an as-converted basis, with 500 votes per share.

 

On May 12, 2026, the Company amended the its Certificate of Designation of Series E Convertible Preferred Stock to include aa adjustment of conversion rate upon subdivision or combination of the Company’s common stock and a put right.

 

Under the adjustment of conversion rate upon subdivision or combination, there shall be a pro rata adjustment to the conversion rate should the Company at any time subdivide (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of common stock into a greater number of shares. Neither Series E Preferred Shares nor the shares of Common Stock issuable upon the conversion of the Series E Preferred Shares shall be subdivided, combined, or otherwise adjusted as a result of such reverse split.

 

Under the put right, at any time following the issuance of the Series E Preferred Shares, each holder of Series E Preferred shares has the right, exercisable by written notice to the Company, to require the Company to repurchase all or any portion of such Holder’s Series E Preferred Shares. The purchase price per Series E Preferred Stock is equal to the par value per Series E Preferred Stock of $0.0001. As of June 30, 2026, none of the Series E Preferred shares had been repurchased by the Company.

 

During the six months ended June 30, 2026 and 2025, no shares of Series E Preferred Stock were issued.

 

As of June 30, 2026 and December 31, 2025, there were 3,442 shares of Series E Preferred Stock issued and outstanding.

 

Common Stock

 

The Company is authorized to issue 250,000,000 shares of common stock, par value $0.0001 per share.

 

During the six months ended June 30, 2026 and 2025, no shares of common stock were issued.

 

As of June 30, 2026 and December 31, 2025, there were 34,106,234 shares of common stock issued and outstanding.