Quarterly report [Sections 13 or 15(d)]

Stockholders??? Equity

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Stockholders’ Equity
9 Months Ended
Sep. 30, 2025
Equity [Abstract]  
Stockholders’ Equity

Note 13: Stockholders’ Equity

 

Common Stock

 

As of September 30, 2025 and December 31, 2024, the total number of authorized shares of common stock was 190,000,000.

 

As of September 30, 2025 and December 31, 2024, there were 48,913,630 and 46,209,081 shares of common stock outstanding, respectively.

 

During the nine months ended September 30, 2025 and 2024, the Company issued 226,733 and 218,886 shares of common stock for services, respectively.

 

During the nine months ended September 30, 2025 and 2024, the Company issued 182,987 and 88,531 shares of common stock in connection with vested restricted stock units (RSUs), net of shares withheld for tax obligations, respectively.

 

On March 5, 2025, the Company issued 1,462,000 shares of common stock to investor Armistice Capital Master Fund Ltd. upon the exercise of outstanding pre-funded warrants. The warrants were exercised at a price of $0.001 per share, which represented par value, resulting in total proceeds of $1,462. The issuance was completed in accordance with the terms of the warrant agreements, and the shares issued are fully paid and non-assessable.

 

On August 27, 2025, the Company entered into an agreement to engage in a transaction under Section 3(a)(10) of the Securities Act of 1933 with a third party lender (“Lender”) to settle $1.8 million of outstanding accounts payable, in exchange for issuing 3,148,535 shares of common stock. Under the terms of the agreement, the Lender makes payments to the Company’s vendors in cash and, in exchange, the Company issues shares of common stock to the Lender. The settlement was valued at $0.75 per $1 of accounts payable and is being carried out in stages, pursuant to the terms of the agreement. The transaction was approved by a court after a public hearing on the fairness of the terms and conditions. During the three months ended September 30, 2025 the Company settled $0.7 million of accounts payable by issuing 1,180,955 shares of common stock to the Lender. The Company recognized a loss of $0.3 million on the settlement, representing the difference between the carrying value of liabilities extinguished and the fair value of shares issued, included in Other Income (Expense), Net, on the Company’s condensed consolidated statements of operations.

 

Preferred Stock

 

The Company has 10,000,000 shares of preferred stock authorized with a par value of $0.001 per share including 9,944,000 shares of undesignated preferred stock, 6,000 shares designated as 0% Series A Convertible Preferred Stock and 50,000 shares designated as Series C Preferred Stock. The board of directors is authorized, subject to any limitations prescribed by law, without further vote or action by our stockholders, to issue from time-to-time shares of preferred stock in one or more series. Each series of preferred stock will have such number of shares, designations, preferences, voting powers, qualifications and special or relative rights or privileges as shall be determined by the board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights.

 

As of September 30, 2025 and December 31, 2024, there were 0 shares of Series A Convertible Preferred Stock outstanding. As of September 30, 2025 and December 31, 2024, there were 0 shares of Series C Preferred Stock outstanding.

 

Treasury Stock

 

During the nine months ended September 30, 2025 and 2024, 404 and 217 shares of common stock, respectively, with a cost of $293 and $252, respectively, were withheld to cover taxes owed by certain employees, all of which were included as treasury stock outstanding and recorded at cost within Treasury Stock on the condensed consolidated balance sheet.

 

On September 25, 2025, the Company executed a share exchange agreement with F&M Film und Medien Beteiligungs GmbH (“F&M”), pursuant to which the Company agreed to transfer 348,127 shares of Your Family Entertainment AG previously held by the Company, to F&M, in exchange for 348,127 shares of the Company’s common stock previously held by F&M, on a one-for-one basis. The shares received from F&M were returned to the Company’s treasury and recorded at their cost of approximately $0.3 million within Treasury Stock on the condensed consolidated balance sheet.