Quarterly report [Sections 13 or 15(d)]

Common Stock Warrants and Options

v3.26.1
Common Stock Warrants and Options
3 Months Ended
Mar. 31, 2026
Common Stock Warrants And Options  
Common Stock Warrants and Options

Note 4 – Common Stock Warrants and Options

 

Common Stock Warrants

 

Common stock warrant transactions for the three months ended March 31, 2026 were as follows:

 

    Three Months Ended March 31, 2026  
    Number of     Weighted Average  
    Warrants     Exercise Price  
Warrants outstanding at December 31, 2025     50,532,927     $ 0.92  
Granted            
Anti-dilution adjustment (1)     8,202,090       0.45  
Forfeited/cancelled     (60,096 )     165.00  
Exercised     (1,123,816 )     0.53  
Warrants outstanding at March 31, 2026     57,551,105     $ 0.62  
Warrants exercisable at March 31, 2026     27,652,660     $ 0.79  

 

(1) In connection with subsequent equity issuances, the exercise price of the warrants was reduced and the number of shares issuable upon exercise was increased in accordance with certain full-rachet price and anti-dilution protection provisions of the warrant agreements.

 

The aggregate intrinsic value of all warrants outstanding and all warrants vested and exercisable as of March 31, 2026 was approximately $133,730, in each case based on the fair value of the Company’s common stock on March 31, 2026.

 

Pursuant to the May 2025 private placement of Series L Preferred Stock and 2025 Warrants the Company issued an aggregate of 3,235,978 warrants to purchase shares of Common Stock 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 warrants to purchase shares of Common Stock that vest upon the exercise of certain additional purchase rights 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 of Preferences, Rights and Limitations of Series L 10% Convertible Preferred Stock 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 March 31, 2026, pursuant to full-ratchet price and anti-dilution protections the exercise price of the 2025 Warrants has been reduced to the floor price of $0.454. Since inception, the anti-dilution adjustment resulted in the 2025 Warrants being exercisable into an additional 50,737,682 shares of the Company’s common stock.

 

Warrants outstanding as of March 31, 2026 are exercisable as follows:

 

      Warrants Outstanding and Exercisable as of March 31, 2026  

Range of

Exercise

Price

   

Number

Outstanding

   

Weighted Average

Remaining Contractual Life (Years)

   

Weighted

Average

Exercise Price

 
$ 0.0001       326,251       N/A     $ 0.0001  
  0.454       26,105,339       4.1       0.454  
  2.02       369,138       3.9       2.02  
  2.46       24,390       4.1       2.46  
  2.50       50,000       2.1       2.50  
  2.8375       21,145       3.9       2.8375  
  4.35       437,931       3.1       4.35  
  5.4375       88,800       3.1       5.4375  
  30.00       216,666       2.3       30.00  
  37.50       13,000       1.8       37.50  
          27,652,660       4.0       0.79  

 

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 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 shares. 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 March 31, 2026, 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 three months ended March 31, 2026:

 

    Three Months Ended March 31, 2026  
    Number of     Weighted Average  
    Options     Exercise Price  
Options outstanding at December 31, 2025     597,550     $ 4.23  
Granted            
Forfeited/cancelled            
Exercised            
Options outstanding at March 31, 2026     597,550     $ 4.23  
Options exercisable at March 31, 2026     475,328     $ 4.96  

 

 

The weighted average remaining contractual life of all options outstanding, and all options vested and exercisable as of March 31, 2026 was approximately 9.1 years. Furthermore, the aggregate intrinsic value of all options outstanding and all options vested and exercisable as of March 31, 2026 was $0, in each case based on the fair value of the Company’s common stock on March 31, 2026.

 

The total fair value of options that vested during the three months ended March 31, 2026 and 2025, was $46,000 and $3,000, respectively, and is included in selling, general and administrative expense in the accompanying unaudited condensed statements of operations. As of March 31, 2026, 475,328 stock options were vested and exercisable and unvested compensation expense amounted to approximately $143,000.

 

Options outstanding as of March 31, 2026 are exercisable as follows:

 

      Stock Options Exercisable as of March 31, 2026  

Range of

Exercise Price

   

Number

Outstanding

   

Weighted Average

Remaining Contractual Life (Years)

   

Weighted Average

Exercise Price

 
$ 1.33       412,500       9.4     $ 1.33  
  2.11       13,612       8.2       2.11  
  10.50       16,667       7.1       10.50  
  25.50       16,667       6.8       25.50  
  74.40       15,882       6.3       74.40  
          475,328