Quarterly report [Sections 13 or 15(d)]

Stockholders??? Deficit

v3.25.3
Stockholders’ Deficit
 9 Months Ended
Sep. 30, 2025
Equity [Abstract]  
Stockholders’ Deficit

Note 4 – Stockholders’ Deficit

 

Authorized Capital

 

The Company is authorized to issue 500,000,000 shares of common stock, with a par value of $0.0001, and 50,000,000 shares of preferred stock, with a par value of $0.0001. As of September 30, 2025 the Company has 22,454,264 shares of common stock outstanding and 0 shares of preferred stock outstanding. There were no outstanding warrants as of such date.

 

Shares Issued for Compensation

 

On August 22, 2025, the Company entered into a CEO Employment Agreement with Alan Campbell, pursuant to which the Company issued 780,264 shares of common stock to Mr. Campbell during the third quarter of 2025. The shares were issued as part of Mr. Campbell’s initial equity grant under the terms of his employment agreement and represent a 3.6% ownership interest in the Company on a fully diluted basis as of the grant date.

 

The shares are subject to a three-year vesting schedule, with one-third (1/3) vesting on each of the first, second, and third anniversaries of the issuance date, subject to Mr. Campbell’s continued service with the Company. The total grant-date fair value of the award was $2,184,739, which the Company is recognizing as stock-based compensation expense on a straight-line basis over the three-year vesting period.

 

During the three months ended September 30, 2025, the Company recognized approximately $142,633 of stock-based compensation expense related to this award.