Stockholders' Equity | 10. Stockholders’ Equity The Company’s authorized capital stock currently consists of 350,000,000 shares, consisting of (i) 300,000,000 shares of common stock, par value $0.0001 per share, of which 50,000,000 shares are designated class A common stock and 250,000,000 shares are designated as class B common stock; and (ii) 50,000,000 shares of “blank check” preferred stock, par value $0.0001 per share, of which 4,000,000 are designated as series seed preferred stock. Series Seed Preferred Stock Below is a summary of the terms of the series seed preferred stock. Ranking Liquidation Rights Dividends pari passu Voting Rights Conversion Rights On September 16, 2022, the Company issued an aggregate of 2,000,000 shares of series seed preferred stock at a purchase price of $0.25 per share. On September 30, 2022, the Company issued 2,000,000 shares of series seed preferred stock at a purchase price of $0.25 per share. On July 16, 2023, 1,000,000 shares of series seed preferred stock were converted into 1,000,000 shares of class A common stock. On February 5, 2024, 750,000 shares of series seed preferred stock were converted into 750,000 shares of class A common stock. On February 7, 2024, 1,250,000 shares of series seed preferred stock were converted into 1,250,000 shares of class A common stock. As of March 31, 2024, 1,000,000 shares of series seed preferred stock were issued and outstanding. Common Stock The Company has two classes of authorized common stock — class A common stock and class B common stock. The rights of the holders of the class A common stock and class B common stock are identical, except with respect to voting and conversion. Each share of class A common stock is entitled to ten votes per share and is convertible into one share of class B common stock. Each share of class B common stock is entitled to one vote per share. As of March 31, 2024, all of the outstanding class A common stock was held by one of the Company’s founders On August 26, 2022, the Company issued an aggregate of 1,000,000 shares of class A common stock at a purchase price of $0.0001 per share. On October 14, 2022, the Company issued an aggregate of 603,450 shares of class B common stock at a purchase price of $1.74 per share. On November 29, 2022, the Company issued 57,471 shares of class B common stock at a purchase price of $1.74 per share. On November 29, 2022, the Company issued 777,778 shares of class B common stock upon the exercise of a warrant for an aggregate exercise price of $500,000. On April 1, 2023, the Company issued 17,241 shares of class B common stock to a professional firm in exchange for services at $1.74 per share. Accordingly, stock compensation expense in the amount of $29,999 was recorded by the Company. On June 1, 2023, an aggregate of 340,000 shares of class A common stock were converted into an aggregate of 340,000 shares of class B common stock. On July 16, 2023, the Company issued 1,000,000 shares of class A common stock upon the conversion of 1,000,000 shares of series seed preferred stock. On July 17, 2023, the Company issued 940,000 shares of class B common stock upon the conversion of 940,000 shares of class A common stock. On July 24, 2023, the Company issued 370,000 shares of class B common stock upon the conversion of 370,000 shares of class A common stock. On February 5, 2024, the Company issued 750,000 shares of class A common stock upon the conversion of 750,000 shares of series seed preferred stock, which were immediately converted into 750,000 shares of class B common stock upon issuance. On February 6, 2024, the issued 200,000 shares of class B common stock upon the conversion of 200,000 shares of class A common stock. On February 7, 2024, the Company issued 1,250,000 shares of class A common stock upon the conversion of 1,250,000 shares of series seed preferred stock, which were immediately converted into 1,250,000 shares of class B common stock upon issuance. As of March 31, 2024, there were 150,000 shares of class A common stock and 5,305,940 shares of class B common stock issued and outstanding 2022 Equity Incentive Plan On September 16, 2022, the Company’s board of directors adopted the Company’s 2022 Equity Incentive Plan, which was adopted by stockholders on November 18, 2022, which reserved a total of 1,736,819 shares of the Company’s class B common stock for issuance. On January 3, 2024, the Company adopted an amendment to the , the total shares of class B common stock available for grant to 3,240,000. Additionally, the number of shares of class B common stock available for issuance under the 2022 Plan will automatically increase on January 1 of each calendar year during the term of the 2022 Plan by an amount equal to 5% of the total number of shares of class B common stock issued and outstanding on December 31 of the immediately preceding calendar year. Incentive awards authorized under the 2022 Plan include, but are not limited to, nonqualified stock options, incentive stock options, restricted stock awards, restricted stock units, performance grants intended to comply with Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and stock appreciation rights. If an incentive award granted under the 2022 Plan expires, terminates, is unexercised for forfeited, the surrendered shares will become available for future awards under the 2022 Plan. The Company’s employees and advisors were awarded options under the 2022 Plan. Therefore, an allocation of the share-based compensation was made to the Company. Stock Options As of March 31, 2024, the Company has issued options to purchase an aggregate of 2,000,000 shares of class A common stock at an exercise price of $0.25 per share. In addition, the Company issued options to purchase 770,000 shares of class B common stock at a weighted average exercise price of $2.21 per share under the 2022 Plan. The class A options were fully vested as of the grant date and the class B options have a graded vesting term based on continuous service during the vesting period. Warrants On October 14, 2022 and November 29, 2022, the Company issued warrants for the purchase of 42,241 and 4,022 shares of class B common stock, respectively, to a third party as part of their compensation earned. The warrants were exercisable for a period of five years at an exercise price of $1.74 (subject to adjustments for stock dividends, stock splits, mergers, consolidations and similar transactions). On March 6, 2024, the Company cancelled these warrants without issuing a replacement award. As the warrants were already vested, previously recognized compensation cost was not reversed. On October 17, 2022, the Company issued a warrant for the purchase of 777,778 shares of class B common stock for an aggregate exercise price of $500,000 to Burlington. On November 29, 2022, Burlington exercised this warrant in full. Stock-based Compensation Stock options are granted at the fair market value of the underlying common stock on the date of recognizes the vesting period. The fair value of stock options was estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions: Risk-free interest rate 3.71 % Dividend yield 0.0 % Expected volatility 53.05 % Expected life of awards 4.8 years The risk-free interest rate is based on U.S. government issues with a remaining term equal to the expected life of the awards. The determination of expected volatility is based on historical volatility of an appropriate industry sector index. The weighted average expected term was estimated for options using the average of the vesting term and contractual term of the awards. The weighted-average fair value of total awards granted during the period ended March 31, 2024 was $1.34. The information presented in the following table represents the awards granted and outstanding during the period: Warrants Stock Weighted Weighted Beginning balance - - - $ - Granted 824,041 - 0.44 0.69 Granted - 2,770,000 4.77 0.51 Cancelled - - - - Forfeited - - - - Exercised (777,778 ) - - 0.61 Outstanding, June 30, 2023 (2,125,152 shares exercisable) 46,263 2,770,000 5.01 $ 0.59 Granted - - - - Cancelled (46,263 ) - (0.24 ) (0.08 ) Forfeited - - - - Outstanding, March 31, 2024 ( 2,463,889 - 2,770,000 4.77 $ 0.51 The intrinsic value and total cash received of awards exercised for the period ending June 30, 2023 was $855,556 and $500,000, respectively. No cash awards were exercised during the nine-month period ended March 31, 2024. Total stock compensation expense recognized during the nine-month period ended March 31, 2024 consists of $151,978 related to stock options. In addition, $42,835 of warrants issued to underwriters were recorded as an offset to equity as of March 31, 2024. As of March 31, 2024, total unrecognized stock compensation expense was $187,973 with the weighted average period over which it is expected to be recognized of 3.25 years. |