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STOCKHOLDERS’ EQUITY
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 13 - STOCKHOLDERS’ EQUITY

 

Preferred Stock

 

The Company has authorized 25,000,000 preferred shares with a par value of $0.001 per share. The Board of Directors is authorized to divide the authorized shares of Preferred Stock into one or more series, each of which should be so designated as to distinguish the shares thereof from the shares of all other series and classes.

 

Series C Convertible Preferred Stock

 

On March 4, 2023, the Company filed a Certificate of Designation with the Wyoming Secretary of State, establishing 2,000 shares of the Company’s Series C Convertible Preferred Stock with a Stated Value of $1,200 per share.

 

 

The Company reserves the right to redeem Series C Convertible Preferred Stock in accordance with the following schedule.

 

  ● If all of the Series C Convertible Preferred Stock are redeemed within 90 calendar days from the issuance date thereof, the Company shall have the right to redeem the Series C Convertible Preferred Stock upon three business days of written notice at a price equal to 115% of the Stated Value together with any accrued but unpaid dividends.
     
  ● If all of the Series C Convertible Preferred Stock is redeemed after 90 calendar days from the issuance date thereof, the Company shall have the right to redeem the Series C Convertible Preferred Stock upon three business days of written notice at a price equal to 120% of the Stated Value together with any accrued but unpaid dividends; and
     
  ● The Company shall pay an 8% per annum dividend on the Series C Convertible Preferred Stock. Dividends shall be paid quarterly, and at the Company’s discretion, in cash or Series C Convertible Preferred Stock. The dividend shall be deemed to accrue from the date of issuance of the Series C Convertible Preferred Stock, whether earned or declared, and whether there are profits, surplus, or other funds of the Company legally available for the payment of dividends. However, during 2025, the Company determined that it was insolvent and, accordingly, ceased accruing dividends on the Series C Convertible Preferred Stock and reversed previously accrued dividends. This determination was based on the applicable requirements under Wyoming law, which restrict a corporation from making a distribution if, after giving effect to such distribution, the corporation would be unable to pay its debts as they become due in the usual course of business or would otherwise fail the applicable balance-sheet test. Accordingly, as the Company was insolvent and the applicable financial-condition requirements for a lawful dividend distribution were not satisfied, the Company did not accrue or declare dividends on the Series C Convertible Preferred Stock during the applicable period.

 

The Series C Convertible Preferred Stock shall have voting rights alongside the common stock on an as-converted basis, subject to the Beneficial Ownership Limitations as outlined in the Certificate of Designation.

 

Each share of the Series C Convertible Preferred Stock can be converted at any time after issuance, at the Holder’s option, into shares of Common Stock (subject to Beneficial Ownership Limitations), determined by dividing the Stated Value of $1,200 per share by the Conversion Price of $0.3202.

 

During the year ended December 31, 2025, the Company converted 120 shares of Series C Preferred Stock with a stated value of $144,000.

 

As of June 30, 2026, and December 31, 2025, the Company had 783 shares of Series C Preferred Stock issued and outstanding.

 

Common Stock

 

The Company has authorized 3,000,000,000 ordinary shares with a par value of $0.01 per share. Each common share entitles the holder to one vote, in person or by proxy, on any matter on which action of the corporation’s stockholders is sought.

 

During the years ended December 31, 2025, and the six months ended June 30, 2026, the Company issued common shares as follows:

 

Year ended December 31, 2025

 

  ● 17,698,338 shares for the conversion of Series C Convertible Preferred Stock with a stated value of $144,000.

 

Three months ended March, 2026

 

  ● 14,270,720 shares for the conversion of Convertible Promissory Notes with a value of $30,000.

 

Six months ended June 30, 2026

 

  ● 72,742,222 shares for the conversion of Convertible Promissory Notes with a value of $130,640.

 

The Company had 250,331,008 and 177,588,785 shares of common stock issued and outstanding as of June 30, 2026, and December 31, 2025, respectively.

 

Warrants

 

The Company identified conversion features embedded within warrants issued during the year ended December 31, 2022. The Company has determined that the conversion feature of the Warrants constitutes an embedded derivative because the conversion price includes a reset provision, which could result in adjustments to the redemption value and the number of shares issued upon exercise (see Note 8 - Warrant Liability).

 

 

A summary of activity during the six months ended June 30, 2026, follows:

 

   Warrants Outstanding   Weighted Average 
   Number of   Weighted Average  

Remaining life

 
   Warrants   Exercise Price   (years) 
             
Outstanding, December 31, 2025   2,538,101   $0.3160    1.24 
Granted   -    -    - 
Exercised   -    -    - 
Forfeited/canceled   -    -    - 
Outstanding, June 30, 2026   2,538,101   $0.3160    0.73 
                
Exercisable Warrants, June 30, 2026   2,538,101   $0.3160    0.73 

 

The following table summarizes information relating to outstanding and exercisable warrants as of June 30, 2026:

  

Number of Warrants    

Weighted Average Remaining

Contractual life (in years)

    

Weighted Average

Exercise Price

  
941,599       0.25     $ 0.3404  
472,205       0.12       0.3404  
562,149       0.17       0.3503  
281,074       0.09       0.2170  
281,074       0.10       0.2236  
2,538,101       0.73     $ 0.3160  

 

As of June 30, 2026, the intrinsic value of the warrants is $0, as the price of the Company’s stock was below the warrant exercise price.

 

Equity Incentive Plan

 

On May 25, 2022, our board of directors and majority shareholders approved the adoption of the Bubblr, Inc. 2022 Equity Incentive Plan (the “2022 Plan”), which will remain in effect, unless earlier terminated, until May 25, 2032. Up to 28,400,000 shares of common stock may be issued under the 2022 Plan.

 

The 2022 Plan aims to enhance our ongoing financial stability and increase shareholder value by motivating performance through incentive compensation. It is designed to encourage participants to acquire and maintain ownership interests in our organization, while also attracting and retaining talented individuals whose judgment and efforts are essential to our enterprise’s success.

 

On January 14, 2025, an executive forfeited 1,395,000 unvested stock options to purchase shares of our common stock upon termination of service.

 

On April 4, 2025, our Board of Directors authorized the implementation of the Bubblr, Inc. 2025 Employee and Consultant Stock Plan (“2025 Plan”), which shall remain in effect until April 4, 2035, unless terminated sooner. A maximum of 30,000,000 shares of common stock may be issued pursuant to the 2025 Plan.

 

The Board of Directors establishes the criteria for allocating stock options, aligning with the stipulations outlined in our 2022 and 2025 Plans. Our general policy for granting stock options is that a portion of the options vests after 90 days of service, with the remainder vesting incrementally over the next two years. The maximum validity period for the options is ten years.

 

On April 15, 2025, the Company granted 3,360,000 stock options to an executive to purchase shares of our Common Stock.

 

On May 20, 2025, the Company granted 2,750,000 stock options to consultants to purchase shares of our Common Stock.

 

 

On June 11, 2025, the Company granted 500,000 stock options to an employee to purchase shares of our Common Stock.

 

On June 11, 2025, an executive forfeited 840,000 unvested options to purchase our common stock upon the termination of their service.

 

On June 13, 2025, the Company granted 1,000,000 stock options to an attorney to purchase the Company’s common stock.

 

On June 19, 2025, the Company granted 1,500,000 stock options to six consultants to purchase the Company’s common stock.

 

On November 5, 2025, the Company granted 2,250,000 stock options to an executive to purchase shares of our Common Stock.

 

On November 18, 2025, the Company granted 200,000 stock options to a non-executive director to purchase shares of our Common Stock.

 

On April 16, 2025, an executive forfeited 4,805,000 unvested options to purchase our common stock due to termination of their service.

 

The weighted-average fair value of stock options granted was determined using the Black-Scholes option-pricing model with the following weighted-average assumptions. See below for reference to the Company’s valuation methodologies for these grants.

 

   Six Months Ended
June 30, 2026		   Year Ended
December 31, 2025		 
Expected life in years   6.76 – 9.39    7.25 – 9.88 
Risk-free interest rate   4.31%   4.29%
Annual forfeiture rate   26%   10%
Volatility   192%   252%
Expected dividend yield   0%   0%

 

No stock options were granted in the six months ended June 30, 2026.

 

The following table summarizes the stock options activity for the six months ended June 30, 2026, and the year ended December 31, 2025:

  

   Number of Shares 
   Six Months Ended
June 30, 2026		   Year Ended
December 31, 2025		 
Outstanding at the beginning of the period   26,705,000    17,380,000 
Granted   -    11,560,000 
Forfeited   (4,805,000)   (2,235,000)
Outstanding at the end of the period   21,900,000    26,705,000 
Weighted-average contractual life in years   8.10    8.66 
Weighted-average Exercise Price  $0.0743   $0.0663 

 

The following table summarizes the stock options exercisable for the six months ended June 30, 2026, and the year ended December 31, 2025:

  

   Number of Shares 
   Six Months Ended
June 30, 2026		   Year Ended
December 31, 2025		 
Outstanding at the beginning of the period   25,886,250    15,649,000 
Vested   337,500    10,237,250 
Forfeited   (4,805,000)   - 
Outstanding at the end of the period   21,418,750    25,886,250 
Weighted-average contractual life in years   8.09    8.58 
Weighted-average Exercise Price  $0.0743   $0.0663 
Intrinsic value  $-   $- 

 

 

The total intrinsic value of the options is zero because the closing stock price was below the weighted-average exercise price.

 

The following table summarizes certain information regarding the Company’s non-vested shares:

  

   Number of Shares 
     
Non-vested as of December 31, 2025   818,750 
Granted   - 
Forfeited or expired   - 
Vested   (337,500)
Non-vested as of June 30, 2026   481,250 

 

The Company recognized compensation costs of $1,029 and $177,757 for the three months ended June 30, 2026, and June 30, 2025. And $2,036 and $218,644 for the six months ended June 30, 2026, and June 30, 2025, respectively.

 

There were $2,935 and $0 of unrecognized compensation costs for the six months ended June 30, 2026, and June 30, 2025, respectively. The cost is related to non-vested share options, which we will realize over the next two months.