Note 7. Stockholders’ Equity

Authorized Shares

The Company has 45,000,000 Common shares and 900,000 Series A convertible preferred shares authorized with a par value of $0.001 per share.

As of September 30, 2025, the combined total of common shares outstanding and common stock equivalents outstanding exceeds the Company’s total number of shares authorized. However, certain of the common stock equivalents are subject to contractual restrictions that currently prevent their exercise until and unless other warrant classes have first been exercised. Pursuant to ASC 815-40, “Contracts in Entity’s Own Equity” these restrictions are considered to be substantive. When these warrants are excluded, the remaining common stock equivalents do not exceed the authorized share limit and therefore do not require derivative liability classification.

Common Stock

Issuance of Shares for Legal Settlements

On March 14, 2025, the Company issued 191,250 shares of common stock valued at $148,410 or $0.78 per share as partial fulfillment of its obligation under a previous legal settlement.

On May 1, 2025, the Company issued 230,000 shares of common stock valued at $138,000 or $0.60 per share as partial fulfillment of its obligation under a previous legal settlement.

On May 21, 2025, the Company issued 180,000 shares of common stock valued at $75,600 or $0.42 per share as partial fulfillment of its obligation under a previous legal settlement.

See Note 6. Commitments and Contingencies for further information on these issuances.

Issuance of Shares for Note Conversions

Between February 3, 2025 and February 27, 2025, the Company issued an aggregate 54,980 shares of common stock for the conversion of an aggregate $40,000 in principal and $7,283 in interest due under the Company’s senior secured convertible notes.

Between April 2, 2025 and June 17, 2025, the Company issued an aggregate 3,904,803 shares of common stock for the conversion of an aggregate $1,386,071 in principal and $162,768 in interest due under the Company’s senior secured convertible notes.

Between July 28, 2025 and August 26, 2025, the Company issued an aggregate 3,278,331 shares of common stock for the conversion of an aggregate $1,100,214 in principal and $57,143 in interest due under the Company’s senior secured convertible notes.

Issuance of Shares for Warrant Exercises

On September 17, 2025, the Company issued an aggregate 1,954,816 shares of common stock for the exercise of warrants for which it received aggregate net proceeds of $702,166. Due to certain ownership limitations, an aggregate 109,184 shares of common stock are held in abatement to be issued at a later date and are included on the Company’s condensed consolidated balance sheets as subscriptions payable.

Warrants issued in conjunction with inducement agreements

On September 17, 2025, and in conjunction with the above warrant exercises, the Company entered into a series of inducement agreements whereby it issued warrants to purchase an aggregate 4,128,000 shares of the Company’s common stock at an exercise price of $0.31 per share. The warrants were valued at $1,053,427 using the Black-Scholes pricing model.

Warrants issued in conjunction with loans payable

On January 21, 2025, the Company issued warrants to purchase an aggregate 7,256,364 shares of the Company’s common stock at exercise prices ranging from $1.25 to $1.65 per share in conjunction with a convertible note issuance, see Note 4. Debt. The warrants were valued at $11,422,792 using the Black-Scholes pricing model. The Company has recognized $1,186,579 of this value as a discount to the associated notes.

The Company has classified the warrants as having Level 2 inputs, and has used the Black-Scholes option-pricing model to value the warrants.

The fair values at the commitment date for the warrants detailed above were based upon the following management assumptions as of the date of issuance:

Stock Incentive Plan

The number of shares of the Company’s common stock that are issuable pursuant to warrant and stock option grants with time-based vesting as of and for the nine months ended September 30, 2025 were:

The number of shares of the Company’s common stock that are issuable pursuant to warrant and stock option grants with time-based vesting as of and for the nine months ended September 30, 2024 were:

The Company’s outstanding warrants at September 30, 2025 are as follows:

As of September 30, 2025 and December 31, 2024, there was no unrecognized expense for unvested stock options and restricted stock awards.

The Company’s outstanding warrants and options at September 30, 2024 are as follows: