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

NOTE 7. STOCKHOLDERS’ EQUITY

 

On September 8, 2023, the stockholders of GenFlat Holdings, Inc. (f/k/a Healthcare Business Resources Inc.) approved an amendment (the “Amendment”) to GenFlat Holdings, Inc.’s Certificate of Incorporation to increase the total number of shares of common stock that it shall have authority to issue from 2,000,000 shares to 2,500,000,000 shares. The Amendment was filed with the Secretary of the State of Delaware and became effective on October 16, 2023.

 

Effective May 17, 2024, the Company effected a reverse split of its common stock at a ratio of one-for-one hundred (1:100) (the “Reverse Split”). The par value of the common stock will remain at $0.001 per share. The number of authorized shares of common stock after the Reverse Split is fixed at twenty-five million (25,000,000) shares of common stock. The Reverse Split is presented retroactively in these consolidated financial statements.

 

During the year ended June 30, 2026, the Company sold a total of 2,377,000 shares of common stock in exchange for net cash proceeds of $6,426,690. During the year ended June 30, 2026, the Company issued 43,667 shares, sold for $262,000, that were not issued as of June 30, 2025, and were recorded as subscription payable on the consolidated balance sheet as of June 30, 2025. During the year ended June 30, 2026, the Company issued 16,666 shares pursuant to the settlement of $102,496 in notes payable and recognized a loss on settlement of $2,500. During the year ended June 30, 2026, the Company issued 100 shares of common stock pursuant to a stock option exercise for $600 in cash proceeds. As of June 30, 2026, and the date of this report, these shares have not been issued. During the year ended June 30, 2026, the Company cancelled 10,000 shares of common stock that were issued in 2021 related to a prior merger agreement.

 

During the year ended June 30, 2025, the Company sold a total of 183,711 shares of common stock in exchange for gross cash proceeds of $1,102,264. Of these shares, 43,667 shares, sold for $262,000, were not issued as of June 30, 2025, and are recorded as subscription payable on the consolidated balance sheet as of June 30, 2025. The Company also issued 33,333 shares related to a subscription during the year ended June 30, 2024. In aggregate the Company issued a total of 173,377 shares of common stock during the year ended June 30, 2025.

 

On February 2, 2026, the Company received approval to list its common stock on the OTCQB Exchange (“OTCQB”). Trading on OTCQB began on February 3, 2026.

 

On February 2, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Craig-Hallum Capital Group LLC, in its capacity as underwriter (the “Underwriter”), relating to the Company’s public offering (the “Offering”) of shares of common stock, par value $0.001 per share (the “Common Stock”) pursuant to the Company’s registration statement on Form S-1 (File No. 333-291718) (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Underwriting Agreement, the Company agreed to sell 2,333,333 shares of Common Stock at a public offering price of $3.00 per share (the “Offering Price”).

 

The Company has also agreed to issue the Underwriter a warrant to purchase 116,666 shares of the Company’s common stock at an exercise price of $3.45, which is 115% of the initial public offering price. The Underwriter’s warrant may be exercised in whole or in part, commencing on a date which is six months from February 4, 2026, until February 4, 2031 (the “Representative Warrant”). The Representative Warrant had an estimated fair value of $1,106,956 which was recognized as a cost of capital based on a black-Scholes option pricing model and the following key inputs: 1) estimated volatility of 128.74%; 2) risk-free rate of 3.83%; 3) estimated term of five years; and 4) a dividend rate of 0.0%.

 

On February 4, 2026, the Company closed its Public Offering and issued 2,333,333 shares of common stock at a price of $3 per share. The Company received net proceeds of $6,426,690 after deducting underwriting discounts and commissions and incurred other closing costs of $34,359 recognized as costs of capital.

 

Incentive Stock Options

 

Pursuant to the Company’s 2020 Equity Incentive Plan, as amended, no more than 1,500,000 shares of Common Stock shall be available for the grant of Awards under the 2020 Equity Incentive Plan. During the terms of the Awards, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Awards. Shares available for future issuance under the 2020 Equity Plan is 790,000.

 

The following table summarizes the stock option activity for the year ended June 30, 2026: 

        
   Number of   Weighted Average Exercise Price 
   Options   Per Share 
Outstanding at June 30, 2024   –   $– 
Granted   700,000   6.00 
Exercised   –    – 
Cancelled and expired   –    – 
Forfeited and expired   –    – 
Outstanding at June 30, 2025   700,000   $6.00 
Granted   40,000    10.25 
Exercised   (100)   6.00 
Cancelled and expired   –    – 
Forfeited and expired   –    – 
Outstanding at June 30, 2026   739,900   $6.23 

 

As of June 30, 2026, there were 669,900 stock options exercisable with no intrinsic value. During the year ended June 30, 2026, a holder exercised 100 shares of common stock for $600. These shares have not yet been issued.

 

During the year ended June 30, 2026, the Company issued an aggregate of 40,000 options to purchase common stock to the Company’s directors, following closing of the Public Offering (the “Director Options”). The Director Options have an exercise price of $10.25 per share, a term of 10 years from the date of grant, and vest in 25% increments at the end of each fiscal quarter until fully vested. The estimated fair value of the Director Options was $354,820, which was estimated using a Black-Scholes option pricing model and the following assumptions: 1) dividend yield of 0%; 2) risk-free rate of 3.92%; 3) volatility of 128.75% based on a peer group; 4) a common stock price of $10.25, and 5) an expected term of 5.50 years using the simplified method of calculating expected term. During the years ended June 30, 2026 and 2025, the Company recognized expense of $976,203 and $2,385,312, respectively for all option awards and expects to recognize an additional $188,475 through the end of the vesting period.