v3.26.1
Equity
3 Months Ended
Mar. 31, 2026
Equity  
Equity

9. Equity

 

Preferred Stock

 

The Company has authorized a total of 10,000,000 shares of preferred stock, par value $0.01 per share. The Company has 1,000,000 shares authorized for Series D Preferred Stock. As of March 31, 2026 and December 31, 2025, the Company had issued 576,562 shares of Series D Convertible Preferred Stock. The Company’s Board of Directors has the authority to provide, out of the unissued shares of preferred stock, for one or more series of preferred stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers, if any, of the shares of such series, and the preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such series. The powers, preferences and relative, participating, optional and other special rights of each series of preferred stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding. The Preferred Stock shall be treated pari passu with the Common Stock except that the dividend on each share of Preferred Stock shall be equal to the amount of the dividend declared and paid on each share of Common Stock multiplied by the Conversion Rate, which is 1,000 shares of Common Stock for each share of Preferred Stock. The Preferred Stock is not entitled to a liquidation preference.

 

Common Stock

 

As of March 31, 2026 and December 31, 2025, respectively, the Company had authorized 500,000,000 shares of its common stock, par value $0.001 per share. As of March 31, 2026 and December 31, 2025, the Company had 213,601,313 shares issued and outstanding.

 

As of March 31, 2026, the Company had 213,601,313 common shares outstanding and 668,156,322 common stock equivalents related to convertible notes payable and convertible preferred stock. As of March 31, 2026 and December 31, 2025, the number of outstanding common stock plus common stock equivalents is greater than the authorized shares. However, as of March 31, 2026 and December 31, 2025, the CEO has enough voting control to increase the number of authorized shares without a full shareholder vote, and is willing to do so if needed.

 

Shares to be issued

 

As of March 31, 2026 and December 31, 2025, the Company had 10,378,966 and 8,563,324 in shares to be issued, respectively. The shares to be issued consist of the following:

 

 

 

March 31,

 

 

December 31,

 

 

 

2026

 

 

2025

 

Sale of common stock

 

 

5,376,967

 

 

 

5,376,967

 

Series D Preferred Stock owed for services

 

 

2,000

 

 

 

2,000

 

Common stock owed for services

 

 

4,999,999

 

 

 

3,184,357

 

Balances at end of period

 

 

10,378,966

 

 

 

8,563,324