Capital Stock |
9 Months Ended |
|---|---|
Sep. 30, 2026 | |
| Equity [Abstract] | |
| Capital Stock | Note 11 – Capital Stock
The Company’s authorized capital is comprised of shares of common stock, par value $, and shares of preferred stock, $ par value. As of September 30, 2026, the Company had authorized shares of Series B Preferred Stock. The Series B Preferred Stock is non-convertible and non-redeemable. It has a liquidation preference equal to the stated value of $0.10 per share, relative to the common stock and gives the holder the right to 1,000 votes per share. As of September 30, 2026, shares of Series B Preferred Stock were outstanding and held by the Company’s Chief Executive Officer.
On January 3, 2025, the Company issued shares of common stock upon the exercise of Series B Warrants and received $355,298 in net proceeds.
On April 2, 2025, the Company issued shares of common stock upon the exercise of Series B Warrants and received $1,840,014 in net proceeds.
On April 3, 2025, the Company issued an aggregate of shares of common stock in connection with a registered direct offering and received $1,828,596 in net proceeds.
On October 16, 2025, the Company issued shares of common stock upon the exercise of Series B Warrants and received net proceeds of $724,500.
On April 14, 2026, the Company issued shares of common stock to one of its directors for services rendered to the Company.
On May 19, 2026, the Company completed a public offering and received gross proceeds of approximately $6.0 million. The offering consisted of Common Units (or Pre-Funded Units), each consisting of (i) one (1) share of common stock or one (1) pre-funded warrant and (ii) two (2) Series C Warrants to purchase one (1) share of common stock per warrant at an initial exercise price of $100.00. The public offering price per Common Unit was $100.00 (or $99.998 per Pre-Funded Unit, which is equal to the public offering price per Common Unit sold in the offering minus an exercise price of $0.002 per share under the pre-funded warrants). The pre-funded warrants were immediately exercisable and could be exercised at any time until exercised in full. All of the pre-funded warrants have been exercised as of September 30, 2026. The Series C Warrants are exercisable immediately and expire five years after the initial issuance date. The exercise price and number of shares issuable under the Series C Warrants are subject to adjustment as described in more detail in the final prospectus filed in connection with the offering.
On July 20, 2026, the Company entered into an At-The-Market Issuance Sales Agreement (the “Sales Agreement”) with Aegis Capital Corp. (the “Agent”), under which the Company may, from time to time, sell shares of the Company’s common stock, for an aggregate offering price of up to $4,000,000, in “at-the-market” offerings through or to the Agent, as exclusive sales agent (the “ATM Offering”). Subject to the terms and conditions of the Sales Agreement and the applicable placement notice, sales of the Company’s common stock may be made by any method permitted by law deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including sales made directly on or through the Nasdaq Capital Market or any other existing trading market for the Company’s common stock. The Agent will receive a commission from the Company of 3.0% of the gross proceeds from the sale of any shares of common stock under the Sales Agreement, in addition to reimbursement of certain expenses. Through September 30, 2026, the Company sold shares of its common stock under the ATM Offering and received $2,231,895 in net proceeds.
On August 7, 2026, the Company issued shares of common stock to one of its directors for services rendered to the Company.
As of September 30, 2026 and December 31, 2025, the Company had and shares of common stock issued and outstanding, respectively.
The Company has declared no dividends since inception.
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