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PREFERRED STOCK
6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
PREFERRED STOCK

Note 13     PREFERRED STOCK

 

The Reverse Stock Split described in Note 21 applied only to the Company's common stock and did not affect the authorized, issued, or outstanding shares of preferred stock.

 

Series A Preferred Stock

 

In August 2021, the Company issued 80,000 shares of Series A preferred stock, par value $0.001 per share (the “Series A Preferred Stock”) at an issue price of $2.50 per share to certain investors. The Series A Preferred Stock is non-voting and non-redeemable. The holder of the Series A Preferred Stock will have priority over the holders of Common Stock of the Company on the assets and funds of the Company in a distribution of assets in the event of a liquidation, winding up or dissolution of the Company.

 

On July 6, 2026, the Company effected a 1-for-30 reverse stock split for each share of Common Stock issued and outstanding. As a result of this reverse stock split, the shares of Common Stock issuable upon the conversion of Series A Preferred Stock decreased from 53,334 shares to 1,778 shares.

 

As of June 30, 2026 and December 31, 2025, there were 80,000 shares of Series A Preferred Stock issued and outstanding.

 

Series B Preferred Stock

 

On August 28, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations with the Secretary of State of Nevada, designating up to 1,000,000 shares of series B preferred stock, par value $0.001 per share (the “Series B Preferred Stock”). Each share of Series B Preferred Stock has a stated value of $1,000.

 

On August 29, 2025, the Company entered into a securities purchase agreement and issued 3,500 shares of Series B Preferred Stock, par value $0.001 per share, to an institutional accredited investor at a purchase price of $910 per share. The aggregate purchase price received by the Company was $2,635,000, net of issuance costs of $550,000.

 

During the first and second quarters of 2026, the holder of the Series B Preferred Stock elected to convert all outstanding shares of Series B Preferred Stock into shares of the Company’s Common Stock at an average conversion price of $0.33 per share, resulting in the issuance of 12,088,869 shares of Common Stock. Following the Company’s 1-for-30 reverse stock split effected on July 6, 2026, the conversion represents 402,963 shares of Common Stock issued at an adjusted conversion price of $9.90 per share. Upon conversion, the carrying value of the Series B Preferred Stock of $2,501,893 was reclassified to Common Stock and additional paid-in capital. As of June 30, 2026, no shares of Series B Preferred Stock remained outstanding, and all associated rights and preferences had been terminated.