v3.26.3
Stock Based Compensation
3 Months Ended
Sep. 30, 2026
Stock Based Compensation  
Stock Based Compensation

Note 12. Stock-Based Compensation

 

The Company maintains the 2019 Equity Incentive Plan (the “2019 Plan”), which provides for the grant of stock-based awards to employees, officers, directors, consultants, and other service providers. The 2019 Plan is administered by the Compensation Committee of the Board of Directors (or such other committee designated by the Board of Directors), which has authority to determine the recipients and terms and conditions of awards granted under the 2019 Plan. Awards may include stock options, restricted stock units, and other stock-based awards authorized under the 2019 Plan. As of September 30, 2026, 25,000,000 shares of the Company’s common stock were authorized for issuance under the 2019 Plan.

 

Stock Options

 

A summary of stock option activity for the three months ended September 30, 2026 is as follows:

 

 

 

 

 

 

Weighted

 

 

Average

 

 

 

 

 

 

 

 

 

Average

 

 

Remaining

 

 

Aggregate

 

 

 

Options

 

 

Exercise

 

 

Contractual

 

 

Intrinsic

 

 

 

Outstanding

 

 

Price

 

 

Life (Years)

 

 

Value

 

Outstanding at June 30, 2026

 

 

664,200

 

 

$2.71

 

 

 

4.64

 

 

$-

 

Exercised

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Forfeited

 

 

(1,750 )

 

 

30.60

 

 

 

-

 

 

 

-

 

Granted

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Options outstanding at September 30, 2026

 

 

662,450

 

 

$2.64

 

 

 

4.39

 

 

$-

 

Options exercisable at September 30, 2026 (vested)

 

 

637,450

 

 

$2.63

 

 

 

4.40

 

 

$-

 

 

A summary of stock option activity for the three months ended September 30, 2025 is as follows:

 

 

 

 

 

 

Weighted

 

 

Average

 

 

 

 

 

 

 

 

 

Average

 

 

Remaining

 

 

Aggregate

 

 

 

Options

 

 

Exercise

 

 

Contractual

 

 

Intrinsic

 

 

 

Outstanding

 

 

Price

 

 

Life (Years)

 

 

Value

 

Outstanding at June 30, 2025

 

 

621,353

 

 

$3.39

 

 

 

5.66

 

 

$374,500

 

Exercised

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Forfeited

 

 

(1,875 )

 

 

83.14

 

 

 

-

 

 

 

-

 

Granted

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Options outstanding at September 30, 2025

 

 

619,478

 

 

$3.15

 

 

 

5.40

 

 

$2,040,400

 

Options exercisable at September 30, 2025 (vested)

 

 

616,287

 

 

$3.15

 

 

 

5.39

 

 

$2,040,400

 

 

The closing market price per common share on September 30, 2026 was $1.14.

 

Stock-based compensation expense attributable to stock options was approximately $32,961 and $39,360 for the three months ended September 30, 2026 and 2025, respectively. As of September 30, 2026, there was approximately $22,992 of unrecognized compensation expense related to unvested stock options outstanding, and the weighted average vesting period for those options was approximately 0.18 years.

 

Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Based on historical experience of forfeitures, the Company estimated forfeitures at 0% for the periods ended September 30, 2026 and 2025.

 

There were 15,811,806 shares available for issuance as of September 30, 2026, under the 2019 Plan as amended. The 2019 Plan contains an “evergreen” provision pursuant to which shares authorized for issuance may be automatically replenished.

 

Restricted Stock Units

 

Stock-based compensation from restricted stock units (“RSUs”) was approximately $3,593,198 and $5,409,065 for the three months ended September 30, 2026 and 2025, respectively.

 

As of September 30, 2026, there was approximately $3,236,658 of unrecognized compensation expense related to 4,040,505 RSUs. The weighted-average term remaining on the unvested shares was approximately 0.41 years.

 

 

 

Shares

 

 

Weighted-

Average

Grant

Date Fair

Value

 

Outstanding as of June 30, 2025

 

 

221,917

 

 

$2.48

 

Granted

 

 

2,475,000

 

 

 

3.14

 

Cancelled or Forfeited

 

 

-

 

 

 

-

 

Issued

 

 

-

 

 

 

-

 

Outstanding as of September 30, 2025

 

 

2,696,917

 

 

$3.08

 

 

 

 

 

 

 

 

 

 

Outstanding as of June 30, 2026

 

 

4,627,252

 

 

$4.51

 

Granted

 

 

3,236,000

 

 

 

0.88

 

Cancelled or Forfeited

 

 

-

 

 

 

-

 

Issued

 

 

(327,500 )

 

 

4.38

 

Outstanding as of September 30, 2026

 

 

7,535,752

 

 

$2.96

 

 

At September 30, 2026, there were approximately 3,495,247 vested RSUs that have not yet been settled in shares of common stock and are included in the 7,535,752 RSUs outstanding above.

 

Nonemployee Stock-Based Compensation

 

On June 22, 2026, the Company entered into a three-year advisory services agreement with Hivemind. Under the agreement, the Company pays a quarterly advisory fee equal to 0.3125% of its market capitalization as of the last trading day of each fiscal quarter. The advisory fee is generally paid in advance through the issuance of shares of common stock.

 

The agreement limits the number of shares issuable to Hivemind to the number that would not cause Hivemind and its affiliates to beneficially own more than 9.99% of the Company's outstanding common stock. Any portion of the advisory fee that cannot be paid in shares because of this limitation is payable in cash.

 

During the three months ended September 30, 2026, the Company issued 550,000 shares of common stock to Hivemind with an aggregate grant-date fair value of $484,110. The Company recognizes stock-based compensation expense as the related advisory services are received. The Company recognized $264,585 of stock-based compensation expense related to the agreement for the three months ended September 30, 2026. No such expense was recorded for the three months ended September 30, 2025. As of September 30, 2026, the remaining $219,525 of the grant-date fair value was presented within Prepaid expenses and other assets in the Condensed Consolidated Balance Sheets.

 

The components of stock-based compensation are as follows:

 

 

 

Three Months Ended

 

 

 

September 30,

 

 

 

2026

 

 

2025

 

Stock options amortization

 

$32,961

 

 

$39,360

 

Restricted stock units amortization

 

 

3,593,198

 

 

 

5,409,065

 

Warrants amortization granted to asset manager

 

 

-

 

 

 

307,973

 

Nonemployee advisory fee

 

 

264,585

 

 

 

-

 

Total stock-based compensation

 

$3,890,744

 

 

$5,756,398