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 12 – STOCKHOLDERS’ EQUITY

 

On May 15, 2025 (the Second Adjustment Date), the Company issued 136,760,337 shares of Class A common stock to the Soylent Shareholders at a price of $0.041 per share in full satisfaction of the outstanding shares liability of $5,607,174 as of March 31, 2025, pursuant to the Soylent Merger Agreement and, as applicable, the Stockholder Agreement.

 

License Agreement and Equity Grants related to Leah Kateb

 

On July 1, 2025, Skylar issued 3,000 Class B Incentive Units to BlueUTA, a service provider, in exchange for services rendered and to be rendered under a License Agreement. The Class B Units are non-voting, were issued without cash consideration, and are subject to both time-based and performance-based vesting conditions. The units include a $24 million distribution threshold and are intended to qualify as Profits Interests under IRS Revenue Procedures 93-27 and 2001-43.

 

The Class B Units were determined to be equity-classified based on their legal form and substantive characteristics. These include participation in sale proceeds, subordination to debt, transferability with restrictions, and management’s stated intent to convey equity ownership. The units do not include mandatory cash settlement provisions, redemption formulas, or off-market call rights.

 

Management has estimated the total grant date fair value of the Class B Units to be $2.5 million.

 

 

Of the 3,000 Class B Units granted, 1,500 are subject to time-based vesting over a three-year period and are being expensed as vested over the requisite service period. The remaining 1,500 units are subject to performance-based vesting tied to net sales milestones of $15 million, $20 million, and $25 million, each measured over any consecutive 12-month period. As of the grant date, only the $15 million milestone was considered probable of achievement. Accordingly, expense for those units is being recognized on a straight-line basis over the four-year service period.

 

As of September 30, 2025, total compensation expense recognized for the Class B Units was $483,242.