Quarterly report [Sections 13 or 15(d)]

Stockholders??? Deficit

v3.26.1
Stockholders’ Deficit
 3 Months Ended
Mar. 31, 2026
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 March 31, 2026, the Company had 46,852,319 shares of common stock outstanding and 0 shares of preferred stock outstanding. There were no outstanding warrants as of March 31, 2026.

 

2025 Equity Issuances

 

On August 22, 2025, the Company issued 780,264 shares of common stock to Alan Campbell pursuant to his employment agreement in connection with his appointment as Chief Executive Officer.

 

In November 2025, the Company issued an aggregate of 16,667,788 shares of common stock upon the conversion of approximately $4,167,005 of outstanding principal and accrued interest under certain promissory notes and debentures. Because the fair market value of the Company’s common stock on the conversion date was $1.57 per share, the Company recognized a non-cash loss on settlement of debt of $16,595,746 in the year ended December 31, 2025, representing the difference between the fair value of the shares issued and the carrying value of the debt extinguished.

 

In November 2025, the Company also issued an aggregate of 7,730,267 shares of common stock to certain employees, executive officers, directors and consultants for services rendered and equity awards, including 906,420 additional shares granted to Alan Campbell pursuant to the anti-dilution provision in his employment agreement. Total stock-based compensation expense recognized in 2025 was $12,700,399.

 

Three Months Ended March 31, 2026

 

There were no issuances or repurchases of common stock during the three months ended March 31, 2026. As of March 31, 2026, 46,852,319 shares of common stock were outstanding (unchanged from December 31, 2025). During the three months ended March 31, 2026, the Company recognized $329,153 of stock-based compensation expense, with a corresponding increase to additional paid-in capital, related to the vesting of equity awards. See Note 11.