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Stockholders' Equity:
 3 Months Ended
Mar. 31, 2026
Stockholders' Equity:  
Stockholders' Equity:

Note 6 – Stockholders’ Equity:

The Company’s amended and restated certificate of incorporation authorizes it to issue 150,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”).

The holders of Common Stock are entitled to receive dividends out of assets or funds legally available for the payment of dividends at such times and in such amounts as the Board from time to time may determine. To date, the Company has not paid dividends on its Common Stock. Holders of Common Stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders. There is no cumulative voting of the election of directors then standing for election. The Common Stock is not entitled to pre-emptive rights and is not subject to conversion or redemption. Upon liquidation, dissolution or winding up of the Company, the assets legally available for distribution to stockholders are distributable ratably among the holders of Common Stock after payment of liabilities, accrued dividends and liquidation preferences, if any. Each outstanding share of Common Stock is duly and validly issued, fully paid and non-assessable.

June 2025 Private Placement

During 2025, the Company completed a private placement of Series D Convertible Preferred Stock and related warrants (the “Series D Common Stock Warrants”) and entered into related warrant amendments and registration rights agreements. The resale registration statement covering the applicable underlying shares was declared effective by the SEC on July 17, 2025.

As of March 31, 2026, 227.859 shares of Series D Convertible Preferred Stock remained outstanding, convertible into 227,859 shares of Common Stock. Series D Common Stock Warrants to purchase 349,667 shares of Common Stock also remained outstanding. During the three months ended March 31, 2026, the Company recorded dividends/accretion of $193,175 related to the Series D Convertible Preferred Stock.

The Company was in compliance with the material terms and covenants of the Series D Convertible Preferred Stock arrangements as of March 31, 2026, and there were no material amendments to these arrangements during the quarter.

October 2025 Private Placement

In October 2025, the Company issued Series E convertible preferred stock, par value $0.001, with a stated value of $1,000 per share (the “Series E Convertible Preferred Stock”), and related warrants (the “Series E Common Stock Warrants”) in a private placement transaction previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

As of March 31, 2026, 11,000 shares of Series E Convertible Preferred Stock remained outstanding and were convertible into 1,375,000 shares of Common Stock. Series E Common Stock Warrants to purchase 1,430,000 shares of Common Stock also remained outstanding. During the three months ended March 31, 2026, the Company recognized preferred dividends/accretion of $2,034,988 related to the Series E Convertible Preferred Stock.

The Company was in compliance with the material terms and covenants of the Series E Convertible Preferred Stock arrangements as of March 31, 2026, and there were no material amendments to these arrangements during the quarter.

Series B Common Stock Warrants

Pursuant to a November 17, 2022 private placement, the Company issued to investors warrants and, pursuant to its advisory agreements, the Company issued to its advisor additional warrants with the same terms to purchase 2,323 shares of Common Stock with the same terms (the “Series B Broker Warrants”). The Series B Broker Warrants are within the scope of ASC 718 pursuant to ASC 718-10-20 but are subject to liability classification as they would be required to be classified as liabilities in accordance with ASC 480.

The warrants were determined to be within the scope of ASC 480-10 as they are puttable to the Company at the Holders’ election upon the occurrence of a Fundamental Transaction (as defined in the agreements). As such, the Company recorded the warrants as a liability at fair value with subsequent changes in fair value recognized in earnings.

During the three months ended March 31, 2026 and 2025, the Company recorded a loss of $6,000 and a gain of $1,351,000, respectively related to the change in fair value of the Series B warrant liability, which is recorded in other income (expense) on the Condensed Consolidated Statements of Comprehensive Income. The fair value of the warrants of $15,000 was estimated at March 31, 2026 utilizing the Black Scholes model using the following weighted average assumptions: dividend yield 0%; remaining term of 1.64 years; equity volatility of 135.0%; and a risk-free interest rate of 3.68%.

Accounting Treatment of September 2024 Private Placement

Series C Preferred Shares

As of December 31, 2025, the Series C convertible preferred stock, par value $0.0001, with a stated value of $1,000 per share (the “Series C Convertible Preferred Stock”), had been fully redeemed, and no shares were outstanding as of March 31, 2026. Accordingly, the Company recorded no accretion, dividends, redemption premiums, or change in fair value of the related embedded derivative liability during the three months ended March 31, 2026.

During the three months ended March 31, 2025, the Company redeemed $715,000 of Series C Convertible Preferred Stock and $53,563 of accrued dividends in cash, relieved $1,086,984 of related discount, recognized a deemed dividend of $53,799 related to cash premiums, and recorded a loss of $79,000 related to the change in fair value of the embedded derivative liability.

Series C Common Stock Warrants

The Company’s warrants to purchase Common Stock issued in connection with the Company’s private placement of Series C Convertible Preferred Stock in September 2024 (the “Series C Common Stock Warrants”) were liability-classified prior to their reclassification to equity effective June 30, 2025. As a result, the Series C Common Stock Warrants are no longer remeasured at fair value each reporting period.

During the three months ended March 31, 2026 and 2025, the Company recorded $0 and a gain of $1.2 million, respectively, related to changes in the fair value of the Series C Common Stock Warrant liability, which is included in other income in the condensed consolidated statements of comprehensive income.

Accounting Treatment of June 2025 Private Placement

Series D Preferred Shares

The Company determined that the Series D Convertible Preferred Stock contains embedded features requiring bifurcation and liability accounting under ASC 815. The embedded derivative liability is remeasured at fair value each reporting period, with changes in fair value recognized in earnings.

During the three months ended March 31, 2026 and 2025, the Company recorded a gain of $1,000 and a loss of $110,000, respectively, related to changes in the fair value of the embedded derivative liability associated with the Series D Convertible Preferred Stock, which is included in other income (expense) in the condensed consolidated statements of comprehensive income. As of March 31, 2026, the fair value of the embedded derivative liability was approximately $1,000.

The Series D Common Stock Warrants were reclassified from liabilities to equity during 2025 following amendments to the warrant terms. Accordingly, the Series D Common Stock Warrants are no longer remeasured at fair value each reporting period.

Additional information regarding the June 2025 private placement, related warrant issuances, and warrant amendments was previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Accounting Treatment of October 2025 Private Placement

Series E Preferred Shares

The Company determined that the Series E Convertible Preferred Stock contains embedded features requiring bifurcation and liability accounting under ASC 815. The embedded derivative liability is remeasured at fair value each reporting period, with changes in fair value recognized in earnings.

During the three months ended March 31, 2026 and 2025, the Company recorded a loss of approximately $1.7 million and $0, respectively, related to the change in fair value of the embedded derivative liability, which is included in other income (expense) in the condensed consolidated statements of comprehensive income. As of March 31, 2026, the fair value of the embedded derivative liability was approximately $3.8 million.

The Series E Common Stock Warrants were classified in equity upon issuance and are not remeasured in subsequent reporting periods.

Additional information regarding the October 2025 private placement, related warrant issuances, and initial accounting treatment was previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.