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Subsequent Events
6 Months Ended
Dec. 31, 2024
Subsequent Events [Abstract]  
Subsequent Events
15.Subsequent Events

 

On January 2, 2025, the Company issued 20,000 shares of class B common stock pursuant to the terms of a separation agreement with the Company’s former Chief Executive Officer.

 

On January 2, 2025, the Company granted a restricted stock unit award under the 2022 Plan for 200,000 shares of class B common stock, of which 75,000 shares vested immediately and the remaining shares will vest quarterly over three years.

 

On January 19, 2025, the Company issued 4,166 shares of class B common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

 

On January 27, 2025, Clayton Adams entered into a note sale assignment and cancellation agreement with Travis Buchanan, the Company’s President, pursuant to which Mr. Adams sold and assigned $125,000 of the 20% original issue discount promissory note in the principal amount of $415,241.25 issued to Mr. Adams on December 24, 2024 (see Note 11) to Mr. Buchanan for a purchase price of $100,000. Following such assignment, the Company issued a 20% original issue discount promissory note in the principal amount of $125,000 to Mr. Buchanan and a 20% original issue discount promissory note in the principal amount of $290,241.25 to Mr. Adams. These notes are due and payable on June 30, 2025 and accrue interest at a rate of 8% per annum; provided that upon an event of default (as defined in the notes), such interest rate shall increase to 15% per annum. The notes may be prepaid at any time without premium or penalty, are unsecured, and contain customary events of default for loans of this type.

 

In January 2025, the Company launched a unit offering pursuant to which the Company is offering to accredited investors, in a private placement transaction, up to 266,667 units, at a purchase price of $7.50 per unit, for gross proceeds of up to $2,000,000; provided that the Company may increase the offering to 533,333 units for gross proceeds of up to $4,000,000 if there are oversubscriptions. Each unit consists of a 12% unsecured promissory note in the principal amount of $7.50 and a warrant to purchase one share of class B common stock at an exercise price equal to the last closing price prior to the closing date; provided that such exercise price shall not exceed $1.50. The closing will occur, at the Company’s discretion, on or before March 1, 2025, at which time the Company will issue the notes and the warrants. Until closing, all subscription funds received by the Company will be held in a segregated account. The notes will bear interest at a rate of twelve percent (12%) per annum, payable quarterly, and will be due on the second anniversary of the date of issuance. The notes will provide that they may be prepaid at any time without premium or penalty, will be unsecured, and will contain customary events of default for loans of this type. The warrants will have a five-year term and will be exercisable on a cashless basis if the underlying shares are not freely tradable. In January 2025, the Company entered into subscription agreements with two accredited investors for the purchase of an aggregate of 53,334 units for an aggregate subscription price of $400,000.