Stockholders' Equity | 13. Stockholders’ Equity The Company’s authorized capital stock as of June 30, 2024 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 Voting Rights Conversion Rights For the Year Ended June 30, 2023 In September 2022, the Company issued an aggregate of 4,000,000 shares of series seed preferred stock at a purchase price of $0.25 per share. As of June 30, 2023, 4,000,000 shares of series seed preferred stock were issued and outstanding. For the Year Ended June 30, 2024 During the year ended June 30, 2024, a total of 4,000,000 shares of series seed preferred stock were converted into 4,000,000 shares of class A common stock. As of June 30, 2024, no 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 June 30, 2024, all of the outstanding class A common stock was held by one of the Company’s founders, which is also the current Chief Executive Officer. For the Year Ended June 30, 2023 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. In October and November 2022, the Company issued an aggregate of 660,921 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. As of June 30, 2023, there were 660,000 shares of class A common stock and 1,795,940 shares of class B common stock issued and outstanding. For the Year Ended June 30, 2024 In July 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. In addition, the Company issued a total of 1,310,000 shares of class B common stock upon the conversion of 1,310,000 shares of class A common stock. In February 2024, the Company issued a total of 2,000,000 shares of class A common stock upon the conversion of 2,000,000 shares of series seed preferred stock, which were immediately converted into 2,000,000 shares of class B common stock upon issuance. On February 6, 2024, the Company issued 200,000 shares of class B common stock upon the conversion of 200,000 shares of class A common stock. On April 30, 2024, 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. In addition, upon closing of the initial public offering, the Company sold 1,250,000 shares of class B common stock for proceeds of $3,343,547, net of $1,656,453 of issuance and deferred offering costs. On April 30, 2024, the Company issued 175,000 shares of class B common stock pursuant to restricted stock award and 87,500 shares of class B common stock upon vesting of a restricted stock unit award granted under the 2022 Plan (as defined below). On May 2, 2024, the Company issued an aggregate of 257,479 shares of class B common stock upon the conversion of the 10% original issue discount convertible promissory notes issued on January 30, 2024 (see Note 11), which included principal of $225,000 and accrued interest of $37,479. On May 15, 2024, the Company issued 880,000 shares of class B common stock upon the conversion of 880,000 shares of class A common stock. On June 12, 2024, the Company issued 5,000 shares of class B common stock upon vesting of a restricted stock unit award granted under the 2022 Plan. As of June 30, 2024, there were 270,000 shares of class A common stock and 7,960,919 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 (as amended, the “2022 Plan”), which was adopted by stockholders on November 18, 2022, which reserved a total of 1,736,819 share of the Company’s class B common stock for issuance. On January 3, 2024, the Company adopted an amendment to the 2022 Plan, which increased 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 or forfeited, the surrendered shares will become available for future awards under the 2022 Plan. The Company’s employees and advisors were granted awards under the 2022 Plan. Therefore, an allocation of the share-based compensation was made to the Company. Stock Options During the year ended June 30, 2023, the Company had 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 outside of the 2022 Plan and 770,000 shares of class B common stock at an average price of $2.21 per share under the 2022 Plan. During the year ended June 30, 2024, the Company issued additional options to purchase 525,000 shares of class B common stock at a weighted average exercise price of $3.31 per share under the 2022 Plan. All of the class A options and 75,000 of the class B options were fully vested as of the grant date. The remaining 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 are 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 5, 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. On April 30, 2024, the Company issued a warrant for the purchase of 87,500 shares of class B common stock at an exercise price of $5.00, subject to adjustments, to the representative of the underwriters in the initial public offering. The warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing on April 30, 2024 and ending on April 25, 2029 and may be exercised on a cashless basis under certain circumstances. Restricted Stock Awards On April 30, 2024, the Company granted a restricted stock award under the 2022 Plan for 175,000 shares of class B common stock, of which 15,000 shares vested on the date of grant, 10,625 shares will vest quarterly through June 30, 2026 and the remaining 75,000 shares will vest as the grantee reaches certain sales targets in a twelve month period. On April 30, 2024, the Company granted a restricted stock unit award under the 2022 Plan for 1,300,000 shares of class B common stock, of which 87,500 shares vested and were issued on the date of grant. In June 2024, the participant and the Company agreed to separate. As a result, the participant kept the 87,500 shares that were vested and forfeited all other shares available under the award. In addition to the 87,500 shares, the participant will also receive 20,000 shares of class B common stock on January 2, 2025. On June 12, 2024, the Company granted a restricted stock unit award under the 2022 Plan for 188,000 shares of class B common stock, of which 5,000 shares vested and were issued on the date of grant and, 5,000 will vest on July 12, 2024. In addition, 18,000 shares vest upon completion of tasks as outlined between the Company and grantee and an additional 160,000 shares will vest as the Company achieves certain sales targets in a twelve-month period. The information presented in the following table represents the restricted stock awards, including performance-based awards, granted and outstanding during the period: Performance- Service-Based Weighted Beginning balance - - $ - Granted - - - Forfeited - - - Vested - - - Outstanding, unvested grants at June 30, 2023 - - - Granted 235,000 - 3.10 Granted - 1,448,000 3.10 Forfeited - (1,212,500 ) 3.10 Vested - (107,500 ) 3.10 Outstanding, unvested grants at June 30, 2024 235,000 128,000 $ 3.09 Stock-based Compensation Stock options and warrants are granted at the fair market value of the underlying common stock on the date of grant. The Company recognizes compensation expense for these awards using the straight-line recognition method over the vesting period. The fair value of stock options and warrants was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted average assumptions for the years ended June 30, 2024 and 2023: June 30, June 30, Risk-free interest rate 5.10 % 3.80 % Dividend yield 0.0 % 0.0 % Expected volatility 47.44 % 54.04 % Expected life of awards 3.3 years 3.9 years Fair value of awards granted during the year $ 0.90 $ 1.35 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 per share of total awards granted during the years ended June 30, 2024 and 2023 was $1.35 and $0.90, respectively. 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 - 525,000 2.44 3.31 Granted 87,500 0.86 0.86 Cancelled (46,263 ) - 0.08 Forfeited - - - - Exercised - - - - Outstanding, June 30, 2024 (2,738,472 shares exercisable) 87,500 3,295,000 3.30 $ 4.17 Total stock compensation expense for the year ended June 30, 2024 was $670,958. In addition, $94,850 of warrants issued to representative of the underwriters in the initial public offering during the year ended June 30, 2024 were recorded as an offset to equity. Total stock compensation expense for the period ended June 30, 2023 consists of $3,231,443 related to stock options and $857,889 of warrants. In addition, $42,835 of warrants issued to representative of the underwriters in the initial public offering were recorded as an offset to equity as of June 30, 2024. As of June 30, 2024, total unrecognized stock compensation expense was $930,433 with the weighted average period over which it is expected to be recognized of 2.01 years. |