Note 9. Stockholders’ Equity

Authorized Shares

On December 8, 2025, the Company amended its certificate of incorporation to increase the aggregate number of shares issuable to 155,000,000 consisting of the following:

The Company currently has 150,000,000 common shares and has 900,000 Series A convertible preferred shares authorized designated with a par value of $0.001 per share.

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.

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.

On October 6, 2025, the Company issued an aggregate 451,945 shares of common stock for the conversion of $93,000 in principal and $65,000 in accrued interest on 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 time. The shares held in abatement were later issued on November 6, 2025.

On November 6, 2025, the Company issued an aggregate 3,612,000 shares of common stock for the exercise of warrants for which it received aggregate net of $1,119,864.

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 Company has accounted for the inducement agreement transaction as a modification of the warrants exercised. The Company valued the 2,064,000 warrants exercised at $488,150 and the newly issued warrants at $1,053,427 using the Black-Scholes pricing model. The excess value related to the new warrants issued is $565,277 and is included in the Company’s consolidated statements of operations as warrant modification expense.

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 6. Debt. The warrants were valued at $11,422,792 using the Black-Scholes pricing model. The Company has recognized $1,385,000 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 year ended December 31, 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 year ended December 31, 2024 were:

The Company’s outstanding warrants at December 31, 2025 are as follows:

The Company’s outstanding warrants and options at December 31, 2024 are as follows:

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

Stock-based compensation expense categorized by the equity components for the years ended December 31, 2025 and 2024 is as follows:

Stock compensation is included on the consolidated statements of operations.