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Stockholders’ Equity
 3 Months Ended
Mar. 31, 2026
Equity [Abstract]  
Stockholders’ Equity

6. Stockholders’ Equity

 

Preferred Stock

 

The Company is authorized to issue a total of 10,000,000 shares of preferred stock, par value $0.0001 per share. On March 17, 2015, the Company filed a Certificate of Designations, Preferences, Rights and Limitations of its Series A Convertible Preferred Stock with the Delaware Secretary of State to amend the Company’s certificate of incorporation. The Company has designated a total of 350,000 shares as Series A Convertible Preferred Stock, which are non-voting.

 

On October 21, 2025, the Company filed a Certificate of Elimination of Certificate of Designations of Series A Convertible Preferred Stock with the Delaware Secretary of State to eliminate the 350,000 shares of Preferred Stock associated with the Series A Convertible Preferred Stock classification.

 

 

On July 1, 2025, the Company filed amendment to Certificate of Incorporation by filing Certificate of Designations, Preferences, Rights and Limitations of its Series B Convertible Preferred Stock with the Delaware Secretary of State. The Company has designated a total of 3,573,130 shares as Series B Convertible Preferred Stock with a stated value of $0.7146 per share. Each Preferred Share is convertible into one share of Common Stock, subject to standard adjustments such as stock splits and stock dividends. The Preferred Shares are non-voting, except that certain actions of the Company may not be taken except upon approval of holders who own a majority in stated value of the Preferred Shares. The Preferred Shares bear an 8% per annum cumulative dividend non-compounding and payable at conversion either in cash or, at the holder’s election, in shares of Common Stock valued at the then effective conversion rate.

 

As of March 31, 2026 and December 31, 2025 the Company had 10,000,000 and 7,576,870 shares respectively, of undesignated preferred stock, which may be issued with such rights and powers as the Board of Directors may designate.

 

Common Stock

 

The Company is authorized to issue a total of 100,000,000 shares of common stock, par value $0.0001 per share. As of March 31, 2026 and December 31, 2025, the Company had 11,632,944 shares and 8,790,102 shares, respectively, of common stock issued and outstanding.

 

2026 common stock transactions

 

Shares issued for services

 

On January 6, 2026, the Company entered into a consulting agreement with Pillow Hog Ventures, Inc (“PHVC”) for marketing and strategic consulting services. The agreement is for a term of six months ending June 30, 2026. The agreement provides for the payment to PHVC of 15,000 shares of the Company’s common stock.

 

Exercise of Preferred Series B Stock

 

During January and February 2026, holders of the Company’s Preferred Series B stock converted an aggregate of 2,423,130 preferred shares, together with accrued cumulative dividends of $86,955, into 2,544,821 shares of the Company’s common stock. Each preferred share was convertible into one share of common stock, with accrued 8% cumulative dividends payable upon conversion in additional shares of common stock at a conversion price of $0.7146 per share. As of March 31, 2026, no Preferred Series B shares remained outstanding.

 

Exercise of Pre-Funded Warrants

 

During the three months ended March 31, 2026, warrant holders exercised 283,021 pre-funded warrants resulting in the issuance of 283,021 shares of the Company’s common stock.

 

2025 common stock transactions

 

February 2025 equity offering

 

Effective February 13, 2025, the Company closed a registered direct offering with certain investors which resulted in gross proceeds of $1,050,003. After deducting placement agent fees and direct offering expenses of $135,775, the Company received net proceeds of $914,228. The Company sold and issued 434,784 shares of common stock at $2.415 per share. In a concurrent private placement, the Company also issued warrants to purchase 434,784 shares of common stock at an exercise price of $2.29 per share, exercisable immediately and expire five years from the date of issuance. The Company also granted the placement agent warrants to purchase 32,609 shares of common stock at $3.0188 per share, expiring February 11, 2030.

 

All warrants issued in the February 2025 equity offering include customary anti-dilution adjustments and a “fundamental transaction” provision. If a qualifying fundamental transaction within the Company’s control is consummated, holders may elect cash settlement equal to the Black-Scholes value. For fundamental transactions outside the Company’s control, holders are entitled to receive the same consideration as common shareholders. The warrants are classified in permanent equity. Any future cash settlements will be accounted for as equity distributions upon occurrence of the related fundamental transaction.

 

 

Common Stock Warrants

 

A summary of common stock warrant activity, including warrants to purchase common stock that were issued in conjunction with the Company’s public offerings, but excluding pre-funded warrants, is presented below.

 

   Number of Shares   Weighted Average Exercise Price   Weighted Average Remaining Contractual Life (in Years) 
Warrants outstanding at December 31, 2025   8,512,614    1.914      
Issued   -           
Exercised   -           
Expired   (11,331)          
Warrants outstanding at March 31, 2026   8,501,283    1.8677    3.56 

 

At March 31, 2026, the outstanding warrants are exercisable at the following prices per common share:

 

Exercise Price   Warrants Outstanding (Shares) 
$1.00    6,355,214 
 2.29    414,784 
 3.0188    32,609 
      6,802,607 

 

During the periods presented, the Company issued pre-funded warrants, each of which is exercisable immediately upon issuance at a de minimis exercise price of $0.00001 per share. Because the holders have already paid substantially all of the purchase price at issuance and the remaining exercise price is nominal, the pre-funded warrants are economically equivalent to outstanding common shares. The pre-funded warrants meet the criteria for equity classification. The warrants are indexed to the Company’s own stock, require physical settlement in shares, and do not include features that could require cash settlement.

 

Due to their economic characteristics, pre-funded warrants function as share-like instruments, rather than traditional warrants with a substantive exercise price or term. Therefore, including them together with standard warrants in the warrant rollforward would significantly distort both the weighted-average exercise price and the weighted-average remaining contractual life, rendering those disclosures not meaningful. As a result, the Company presents pre-funded warrants separately from standard common stock warrants in the tables below. The pre-funded warrants are excluded from weighted-average exercise price and remaining life due to their de-minimis strike price and share-like characteristics.

 

The following table presents a summary of activities related to pre-funded warrants.

 

   Number of Shares 
Pre-funded warrants outstanding at December 31, 2025   545,521 
Issued   - 
Exercised   (283,021)
Expired   - 
Pre-funded warrants outstanding at March 31, 2026   262,500 

 

The following table presents a summary of total number of common stock warrants and pre-funded warrants.

 

Warrant Type  3/31/2026 
Common stock warrants   8,501,283 
Pre-funded warrants   262,500 
Total warrants outstanding   8,763,783