Note 6 – Common Stock Warrants and Options

Common Stock Warrants

Stock warrant transactions for the nine months ended September 30, 2025 were as follows:

 Schedule of Warrant Activity

The aggregate intrinsic value of all warrants outstanding and all warrants vested and exercisable as of September 30, 2025 was approximately $281,000, in each case based on the fair value of the Company’s common stock on September 30, 2025.

Pursuant to the May 2025 Private Placement of Series L Convertible Preferred Stock and Warrants the Company issued an aggregate of 3,235,978 Common Warrants with an initial exercise price of $2.043 per share, they are exercisable, subject to certain ownership limitations, immediately upon issuance and have a term of exercise equal to five years. An aggregate of 11,756,406 Vesting Warrants were issued with an initial exercise price of $2.043 per share, they are exercisable subject to certain vesting and ownership limitations, and have a term of exercise equal to five years from the date that the applicable warrant shares vest. The Common and Vesting Warrants both have full-ratchet price and anti-dilition protections and are subject to other adjustments, as further described in the Certificate of Designation or the Warrants, as applicable, subject, solely with respect to adjustments in connection with the exercise of Greenshoe Rights, a floor price of $0.454 per share (subject to adjustment for reverse and forward splits, recapitalizations and similar transactions). As of September 30, 2025 pursuant to full-ratchet price and anti-dilution protections the exercise price of the Common and Vesting Warrants has been reduced to $0.6421 and an additional 32,709,588 Common and Vesting Warrants have been issued.

Pursuant to the May 2025 Private Placement of Equity Facility the Company issued pre-funded warrants to purchase an aggregate of 300,000 shares of common stock as consideration for its irrevocable commitment to purchase the shares of common stock upon the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement. The pre-funded warrants may be exercise at any time after issuance and until exercised in full.

In May 2025 the Company issued warrants underlying 24,390 shares of common stock exercisable immediately upon issuance with a term of five years from the date of issuance at $2.46 per share with a fair value of approximately $44,000 in exchange for the waiver of a variable rate transaction (“VRT”). In addition, in May and June 2025, the Company issued 50,000 shares of common stock and warrants underlying 200,000 shares of common stock with an aggregate fair value of approximately $718,000 to vendors as compensation for services. The warrants underlying 200,000 shares of common stock consist of warrants underlying 50,000 shares of common stock that are exercisable immediately upon issuance with a term of five years from the date of issuance at $2.50 per share, and warrants underlying 150,000 shares of common stock that are pre-funded warrants exercisable at any time after issuance and until exercised in full.

Warrants outstanding as of September 30, 2025 are exercisable as follows:

 Schedule of Warrants Outstanding and Exercisable

Common Stock Options

In April 2022 the Company established the 2022 Omnibus Incentive Plan (the “Plan”). The Plan was approved by our Board and stockholders. The purpose of the Plan is to grant stock and options to purchase our common stock, and other incentive awards, to our employees, directors, and key consultants. On July 24, 2025 shareholders voted to increase the maximum number of shares of common stock that may be issued pursuant to awards granted under the Plan by 583,334. Pursuant to the increase, the maximum number of shares of common stock that may be issued pursuant to awards granted under the Plan is 750,000. The shares of our common stock underlying cancelled and forfeited awards issued under the Plan may again become available for grant under the Plan. As of September 30, 2025, there were 597,550 stock options outstanding and 25,935 shares of restricted stock granted in prior years under the Plan, which left 126,515 shares available for grant under the Plan. The following table summarizes stock option transactions for the nine months ended September 30, 2025:

 Schedule of Options Activity

The weighted average remaining contractual life of all options outstanding, and all options vested and exercisable as of September 30, 2025 was approximately 9.6 years. Furthermore, the aggregate intrinsic value of all options outstanding and all options vested and exercisable as of September 30, 2025 was $0, in each case based on the fair value of the Company’s common stock on September 30, 2025.

The total fair value of options that vested during the nine months ended September 30, 2025 and 2024, was $386,000 and $222,000, respectively, and is included in selling, general and administrative expense in the accompanying unaudited condensed statements of operations. As of September 30, 2025, 396,439 stock options were vested and exercisable and unvested compensation expense amounted to approximately $236,000.

Options outstanding as of September 30, 2025 are exercisable as follows:

 Schedule of Options Outstanding and Options Exercisable