v3.26.1
NOTE 8: STOCKHOLDERS' DEFICIT
12 Months Ended
Dec. 31, 2025
Notes  
NOTE 8: STOCKHOLDERS' DEFICIT

NOTE 8: STOCKHOLDERS’ DEFICIT

 

Common Stock

 

On July 11, 2025, the Company effected a 1-for-10 reverse stock split of its common stock. No fractional shares were issued, and any fractional shares were rounded up to the nearest whole share. The reverse stock split did not affect the number of authorized shares or the par value of the common stock. All share and per-share amounts in these financial statements have been retroactively adjusted to reflect the reverse stock split for all periods presented.

 

On April 10, 2025, the Company issued 60,000 shares of its common stock to the holder of the $500,000 promissory note in consideration of a maturity date extension and in lieu of $60,000 of accrued interest.

 

On July 1, 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).

 

On November 3, 2025, the Company issued 150,000 shares of common stock at a price of $2.15 per share, or total fair value of $322,500, pursuant to the Prestige 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 years ended December 31, 2025 and 2024, the Company incurred $315,000 and $240,000, 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 to increase the dividend rate from 6% per annum to 12% per annum, effective August 1, 2025.

 

Warrants

 

 

Warrants

 

Weighted-

Average

Exercise Price

 

Weighted-Average

Remaining

Contractual Life

(Years)

Outstanding at December 31, 2024

1,198,850

 

$4.15

 

3.18

Granted

-

 

-

 

-   

Forfeited

-

 

-

 

-   

Outstanding at December 31, 2025

1,198,850

 

$4.15

 

2.43

 

 

 

 

 

 

 

 

 

 

 

 

Vested and expected to vest at December 31, 2025

1,198,850

 

$4.15

 

2.43

Exercisable at December 31, 2025

1,198,850

 

$4.15

 

2.43

 

As of December 31, 2025, all outstanding warrants were fully vested and there was no remaining unrecorded compensation expense.