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NOTE 6: STOCKHOLDERS' DEFICIT
9 Months Ended
Sep. 30, 2025
Notes  
NOTE 6: STOCKHOLDERS' DEFICIT

NOTE 6: STOCKHOLDERS’ DEFICIT

 

Common Stock

 

On April 10, 2025, the Company and the holder of the $500,000 promissory note dated September 10, 2019 reached an agreement to extend the maturity date of the note until December 31, 2027. In connection with the extension, the Company issued 60,000 shares of its common stock to the noteholder in consideration of the extension and in lieu of $60,000 of interest accrued on the promissory note through March 31, 2025. 

 

In July 2025, the Company issued 150,000 shares of common stock at a price of $2.90 per share, or total fair value of $435,000, pursuant to the J Street acquisition (See Note 3).

 

Preferred Stock

 

The Company is authorized to issue 2,000,000 shares of preferred stock with a par value of $0.001 per share, of which 500 have been authorized as Series A Preferred Stock and 3,000 have been authorized as Series B Preferred Stock.

 

For the nine months ending September 30, 2025 and 2024, the Company incurred $210,000 and $180,000, respectively, of interest from the outstanding preferred stock.

 

On August 14, 2025, following negotiation with Emerging Growth, LLC, the holder of all 3,000 shares of the Company’s Series B Preferred Stock, the Company filed a Certificate of Amendment to its Certificate of Designation of Series B Preferred Stock with the Secretary of State of the State of Delaware pursuant to which the Certificate of Designation of Series B Preferred Stock was amended to increase the dividend rate of 6% per annum on the Series B Preferred Stock to 12% per annum, effective August 1, 2025.

 

Warrants

 

The following summarizes the Company’s warrant activity for the nine months ended September 30, 2025:

 

 

 

 

 

 

Weighted-Average

 

 

 

 

 

Remaining

 

 

 

Weighted
Average

 

Contractual
Life

 

Warrants

 

Exercise Price

 

(Years)

Outstanding at December 31, 2024

1,198,850 

 

$4.15 

 

3.18 

Granted

- 

 

- 

 

- 

Forfeited

- 

 

- 

 

- 

Outstanding at September 30, 2025

1,198,850 

 

$4.15 

 

2.43 

 

 

 

 

 

 

 

 

 

 

 

 

Vested and expected to vest at September 30, 2025

1,198,850 

 

$4.15 

 

2.43 

Exercisable at September 30, 2025

1,198,850 

 

$4.15 

 

2.43 

 

As of September 30, 2025, all outstanding warrants were fully vested and there was no remaining unrecorded compensation expense.

 

Options

 

The Company had a Stock Option Plan, or the Plan, under which the total number of shares of capital stock of the Company that may be subject to options under the Plan was 150,000 shares of Common Stock from either authorized but unissued shares or treasury shares. The Plan expired on December 14, 2016.

 

As of September 30, 2025, there were no outstanding options.