STOCKHOLDERS EQUITY

12 Months Ended

Dec. 31, 2024

STOCKHOLDERS EQUITY

STOCKHOLDERS' EQUITY

 NOTE 12: STOCKHOLDERS’ EQUITY

Preferred Stock - The Company is authorized to issue 10,000,000 shares of “blank check” preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s Board of Directors. On August 30, 2024, the Company amended and restated its Certificate of Incorporation to designate 5,000,000 shares of the Preferred Stock as a newly-designed Series A Preferred Stock. Series A Preferred Stock will have a $1.00 par value, while the remainder of preferred stock will remain at $0.0001. At December 31, 2024 and 2023, there were 1,607,886 and 0, respectively, shares of preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. At December 31, 2024 and 2023, there were 14,958,817 and 14,270,761, respectively shares of Class A common stock issued and outstanding. On April 13, 2024, the Company’s Board of Directors unanimously voted to approve a discretionary stock repurchase program. Under the program, the Company may purchase up to $2,000,000 of its Class A common stock over the next 24 months, as market conditions warrant. The shares may be repurchased in the open market or in privately negotiated transactions, at prices that the Company deems appropriate and subject to market conditions, applicable law and other factors deemed relevant in the Company's sole discretion.

Stock-based Compensation - Effective December 17, 2024, the Board of Directors of the Company adopted a board compensation plan. The plan provides for the allocation and issuance of stock warrants to directors of the Company for annual compensation for their services on the Company’s Board of Directors.

Total stock-based compensation expense for warrants to directors was $6,906 and $0 for the years ended December 31, 2024 and 2023, respectively, which was charged to general and administrative expense.

As of December 31, 2024 and 2023, the Company has $75,971 and $0, respectively, of unrecognized compensation cost related to unvested stock warrants granted and outstanding, net of estimated forfeitures. The cost is expected to be recognized on a weighted average basis over a period of three years.

The following table summarizes the activity of our stock warrants for the year ended December 31, 2024:

					Weighted
			Weighted		Average		Aggregate
	Number of		Average		Contractual		Intrinsic
	Warrants		Exercise Price		Life in Years		Value
Outstanding December 31, 2023		-	$	-		-		-
Granted		225,000	$	1		2.96	$	82,878
Forfeited or Expired
Exercised
Outstanding December 31, 2024		225,000	$	1		2.96	$	82,878
Exercisable (Vested) - December 31, 2024		225,000	$	1		2.96	$	82,878