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Note 3 - Equity
 3 Months Ended
Sep. 30, 2025
Notes to Financial Statements  
Equity [Text Block]

NOTE 3.

EQUITY

 

      

Weighted

 
      

Average

 
      

Grant Date

 
  

Restricted

  

Fair Value

 

Restricted Stock Units

 

Stock Units

  

($/share)

 
         

Outstanding at June 30, 2025

  827,523  $5.45 

Granted

  -   - 

Vested and issued

  (2,483)  10.07 

Forfeited

  -   - 

Outstanding at September 30, 2025

  825,040  $5.43 

 

As of September 30, 2025, there were 770 restricted stock units outstanding that had vested but for which shares of Common Stock had not yet been issued pursuant to the terms of the applicable agreement.

 

As of September 30, 2025, there was approximately $4.5 million of unrecognized stock-based compensation obligations under our equity compensation plans. The stock-based compensation obligation is in connection with certain employment agreements which have a deferral option at the Board’s discretion. At the end of the deferral period, the stock-based compensation expense associated with the obligation is expected to be recognized on a straight-line basis over a period of three years.

 

Warrants

 

Outstanding warrants were issued in connection with private placements of the Company’s Common Stock and with the restructuring of the Series B Preferred that occurred in March of 2018. The following table summarizes information about fixed stock warrants outstanding at September 30, 2025:

 

Warrants Outstanding

  

Warrants Exercisable

 

at September 30, 2025

  

at September 30, 2025

 
        

Weighted

             
        

average

             

Range of

      

remaining

  

Weighted

      

Weighted

 

exercise

  

Number

  

contractual

  

average

  

Number

  

average

 

prices

  

Outstanding

  

life (years)

  

exercise price

  

exercisable

  

exercise price

 
$4.00   1,085,068   0.35  $4.00   1,085,068  $4.00 
$10.00   15,825   0.32  $10.00   15,825  $10.00 
     1,100,893   0.35  $4.09   1,100,893  $4.09 

 

During the quarter ended March 31, 2023, the Company’s Board of Directors approved the modification to extend the expiration dates of the Company’s existing January 26, 2023 and February 5, 2023 warrants by an additional three years. Accordingly, all the Company’s outstanding warrants have been extended and are anticipated to expire or be exercised on or before the quarter ending March 31, 2026.

 

Preferred Stock

 

The Company’s articles of incorporation currently authorize the issuance of up to 30,000,000 shares of ‘blank check’ preferred stock, par value $0.01 (“Preferred Stock”), with designations, rights, and preferences as may be determined from time to time by the Company’s Board of Directors, of which 700,000 shares are currently designated as Series B Preferred Stock (“Series B Preferred”). Series B Preferred Stock pay dividends at a rate of 7% per annum if paid by the Company in cash, or 9% if paid by the Company by the issuance of additional shares of Series B Preferred. Previously, 550,000 shares were designated as Series B-1 Preferred Stock ("Series B-1 Preferred"), which Series B-1 Preferred designation was withdrawn in December 2024.

 

Preferred Redemption

 

Section 5 of the Company’s Fourth Amended and Restated Certificate of Designation of the Relative Rights, Powers and Preferences of the Series B Preferred Stock, as amended (the “Series B COD”) and Section 4 of the First Amended and Restated Certificate of Designation of the Relative Rights, Powers and Preferences of the Series B-1 Preferred Stock, as amended (the "Series B-1 COD") provides the Company’s Board of Directors with the right to redeem any or all of the outstanding shares of the Company’s Series B Preferred or Series B-1 Preferred, respectively, for a cash payment of $10.70 per share plus accrued and unpaid dividends at any time upon providing the holders of Series B Preferred or Series B-1 Preferred at least ten days written notice that sets forth the date on which the redemption will occur (the “Redemption Notice”).

 

On August 29, 2023, the Board approved the redemption and retirement of its Series B Preferred and Series B-1 Preferred for their stated value, or $10.70 for each share of Preferred Stock, resulting in an aggregate purchase price of $8,964,214 (the “Preferred Redemption”). The Preferred Redemption is to occur over a three-year period beginning August 29, 2023.

 

The full redemption of the Series B-1 Preferred was completed during fiscal 2024. On December 9, 2024, the Company filed a Withdrawal of Certificate of Designation with the Secretary of State of the State of Nevada and terminated the designation of the Series B-1 Preferred.

 

During the three months ended September 30, 2025, 70,093 shares of Series B Preferred were redeemed. The following table provides information about the redemption and retirement of the Series B Preferred during the year ended June 30, 2025 and three months ended September 30, 2025:

 

  

Series B Preferred

 
          

Dollars

  

Remaining

 
          

Expended

  

Amount

 
  

Total

      

by Period

  

Available

 
  

Number of

      

under the

  

for Future

 
  

Shares

  

Price Paid

  

Preferred

  

Preferred

 

Period (1)

 

Redeemed

  

Per Share

  

Redemption

  

Redemption

 

July 1, 2024 – September 30, 2024:

  70,093  $10.70  $749,995  $5,846,234 

October 1, 2024 – December 31, 2024:

  70,093  $10.70  $749,995  $5,096,239 

January 1, 2025 – March 31, 2025:

  70,093  $10.70  $749,995  $4,346,244 

April 1, 2025 – June 30, 2025:

  70,093  $10.70  $749,995  $3,596,249 

Total

  280,372      $2,999,980  $3,596,249 
                 

July 1, 2025 – September 30, 2025:

  70,093  $10.70  $749,995  $2,846,254 

Total

  70,093      $749,995  $2,846,254 

 

(1)

We close our books and records on the last calendar day of each month to align our financial closing with our business processes.

 

As of September 30, 2025, a total of 266,005 shares of Series B Preferred and zero shares of Series B-1 Preferred were issued and outstanding. Since inception, a total of 571,772 Preferred shares, including Series B and Series B-1, at the redemption price of $10.70 per share have been redeemed for a total of $6,117,960. The remaining amount available for future Preferred redemption is $2,846,254.

 

Share Repurchase Program

 

On May 9, 2019, our Board of Directors approved the repurchase of up to $4.0 million in shares of our Common Stock, which repurchases may be made in privately negotiated transactions or in the open market at prices per share not exceeding the then-current market prices (the “Share Repurchase Program”). Under the Share Repurchase Program, management has discretion to determine the dollar amount of shares to be repurchased and the timing of any repurchases in compliance with applicable laws and regulations, including Rule 10b-18 of the Exchange Act.

 

On March 17, 2020, the Board, given the extreme uncertainty due to COVID-19 at the time, suspended the Share Repurchase Program.

 

On May 18, 2021, our Board of Directors resumed its Share Repurchase Program, and increased the number of shares of Common Stock available to repurchase under the Share Repurchase Program by an additional $4.0 million bringing the total number of Common Stock authorized to repurchase under the Share Repurchase Program to $8.0 million.

 

On August 31, 2021, our Board of Directors approved a further increase to its Share Repurchase program to $12.0 million in shares of our Common Stock which added an additional $4.0 million to the Share Repurchase Program.

 

On May 10, 2022, our Board of Directors approved an increase of $9.0 million in the number of shares of Common Stock available to repurchase under the Share Repurchase Program.

 

Since inception of the Share Repurchase Program through  September 30, 2025 a total of $21.0 million in shares of Common Stock have been approved under the Share Repurchase Program, and 2,140,099 shares of Common Stock have been repurchased at an average purchase price of $6.24, resulting in $7,642,188 remaining available to repurchase under the current Share Repurchase Program. From time-to-time, our Board of Directors may authorize further increases to our Share Repurchase Program. In addition, the Share Repurchase Program may also be suspended for periods of time or discontinued at any time, at the Board’s discretion.

 

The following table provides information about repurchases of our Common Stock registered pursuant to Section 12 of the Exchange Act, during the year ended June 30, 2025 and three months ended September 30, 2025:

 

              Remaining 
              Amount 
              Available 
          Dollars  for Future 
  Total      Expended  Share 
  Number      by Period  Repurchases 
  of Shares  Average  Under the  Under the 
  Purchased  Price Paid  Plans or  Plans or 

Period (1)

 

by Period

  

Per Share

  

Programs

  

Programs

 
                 

Year Ended June 30, 2025:

                

July 1, 2024 – September 30, 2024:

  -  $-  $-  $7,992,206 

October 1, 2024 – December 31, 2024:

  4,074  $24.55  $100,016  $7,892,190 

January 1, 2025 – March 31, 2025:

  -  $-  $-  $7,892,190 

April 1, 2025 – June 30, 2025:

  4,607  $21.71  $100,017  $7,792,173 
                 

Three Months Ended September 30, 2025:

                

July 1, 2025 – September 30, 2025:

  8,715  $17.21  $149,985  $7,642,188 

 

(1)

We close our books and records on the last calendar day of each month to align our financial closing with our business processes.