Note 6 – Common Stock Warrants and Options

Common Stock Warrants

Stock warrant transactions for the years ended December 31, 2025 and 2024, were as follows:

 Schedule of Warrant Activity

The aggregate intrinsic value of all warrants outstanding and all warrants vested and exercisable as of December 31, 2025, was approximately $12.9 million and $4.1 million, respectively, in each case based on the fair value of the Company’s common stock on December 31, 2025.

Pursuant to the May 2025 private placement of Series L Preferred Stock and 2025 Warrants the Company issued an aggregate of 3,235,978 Common Warrants with an initial exercise price of $2.043 per share, that are exercisable, subject to certain ownership limitations, immediately upon issuance and have a term of exercise equal to five years, as well as an aggregate of 11,756,406 Vesting Warrants with an initial exercise price of $2.043 per share, that 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 2025 Warrants both have full-ratchet price and anti-dilution protections and are subject to other adjustments, as further described in the Certificate of Designation or the 2025 Warrants, as applicable, subject, solely with respect to adjustments in connection with the exercise of Greenshoe Rights, to a floor price of $0.454 per share (subject to adjustment for reverse and forward splits, recapitalizations and similar transactions). As of December 31, 2025, pursuant to full-ratchet price and anti-dilution protections the exercise price of the 2025 Warrants has been reduced to $0.5319. The anti-dilution adjustment resulted in the Common and Vesting Warrants being exercisable into an additional 42,535,592 shares of the Company’s common stock.

In connection with the Committed Equity Facility, the Company issued pre-funded warrants to purchase an aggregate of 300,000 shares of common stock as consideration for the Facility Investors’ irrevocable commitment to purchase the shares of common stock upon the terms and subject to the satisfaction of the conditions set forth in the Common Shares Purchase Agreement. The pre-funded warrants may be exercised 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.

The following table summarizes warrants exercisable as of December 31, 2025:

 Schedule of Warrants Exercisable

Common Stock Options

In April 2022 the Company established the 2022 Omnibus Incentive Plan (as amended, 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 shares. 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 December 31, 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 years ended December 31, 2025 and 2024:

 Schedule of Options Activity

The weighted average remaining contractual life of all options outstanding, and all options vested and exercisable as of December 31, 2025, was approximately 9.3 years. Furthermore, the aggregate intrinsic value of all options outstanding and all options vested and exercisable as of December 31, 2025, was $0, in each case based on the fair value of the Company’s common stock on December 31, 2025.

The total fair value of options that vested during years ended December 31, 2025 and 2024, was $432,000 and $230,000, respectively, and is included in selling, general and administrative expense in the accompanying statements of operations. As of December 31, 2025, 435,883 stock options were vested and exercisable and unvested compensation expense amounted to approximately $190,000.

On August 19, 2025, the Company granted stock options to directors and officers to purchase an aggregate of 525,000 shares of common stock. The stock options are exercisable at $1.33 per share, expire in 10 years, vest either immediately or over the remainder of 2025 and 2026, with a fair value of approximately $589,000 on the date of grant which will be amortized over the vesting period.

On October 17, 2024, the Company granted stock options to an officer to purchase an aggregate of 23,335 shares of common stock. The stock options are exercisable at $2.11 per share, expire in 10 years, vest over three years with a fair value of approximately $45,000 on the date of grant which will be amortized over the vesting period.

The following table summarizes stock options exercisable as of December 31, 2025:

 Schedule of Options Outstanding and Options Exercisable