STOCKHOLDERS' EQUITY

9 Months Ended

Sep. 30, 2025

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

NOTE 13 – STOCKHOLDERS’ EQUITY

Issuance of Common Stock

During the nine months ended September 30, 2025 and 2024, the Company issued 2,100,699 shares and 791,667 shares, respectively, of its common stock in conjunction with the vesting of restricted stock units (“RSUs”) and exercising of stock options. See the “Share-Based Compensation” section below for further details.

Sale of Common Stock

During the nine months ended September 30, 2025, the Company sold 5,513,358 shares of its common stock in an “at the market offering” and received gross proceeds of $21,387,718 based on a weighted average price of $3.88 per share. Direct issuance costs totaling $435,862 were incurred related to these sales. The aggregate net proceeds received by the Company, after deducting offering fees and expenses, totaled $20,951,856. The Company did not sell any of its common stock during the nine months ended September 30, 2024.

On August 27, 2025, the Company completed a registered direct offering with an institutional investor. The offering resulted in the sale of 4,000,000 shares of common stock at a purchase price of $4.50 per share for $18,000,000 in gross proceeds. For this offering, the Company incurred direct issuance costs of $511,260, which consisted primarily of placement agent commissions and various legal, accounting, and filing costs. The aggregate net proceeds received by the Company, after deducting offering fees and expenses, totaled $17,488,740.

During the nine months ended September 30, 3025, the Company issued 5,772,822 shares of its common stock and received proceeds of $4,427,756 pursuant to the exercise of pre-existing warrants. See the “Common Stock Warrants” section below for further details.

Share-based compensation

In December 2023, shareholders approved the Company’s 2023 Equity Incentive Plan (“the Plan”), which provides for the grant of incentive stock options, non-qualified stock options and other types of awards. The general purpose of the Plan is to provide a means whereby eligible employees, officers, directors and other service providers develop a sense of proprietorship and personal involvement in our development and financial success, and to encourage them to devote their best efforts to our business, thereby advancing our interests and the interests of our shareholders. On July 31, 2025, the Company’s shareholders approved the Amended and Restated 2023 Equity Incentive Plan (the “Amended Plan”). The maximum number of shares of common stock available for issuance under the Amended Plan is 23,700,000 shares.

During the nine months ended September 30, 2025, the Company granted stock options and RSUs totaling 2,391,400 and 2,182,800, respectively. Once vested, each stock option and RSU represents the right to receive one share of the Company’s common stock.

Share-based compensation expense for the periods noted was as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Stock options	$	2,083,722	$	97,655	$	2,487,805	$	161,124
RSUs		1,772,753		55,064		2,200,967		292,442
Total share-based compensation expense	$	3,856,475	$	152,719	$	4,688,772	$	453,566

The following table summarizes the aggregate non-cash stock-based compensation recognized in the Condensed Consolidated Statement of Operations for stock options and RSUs:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
General and administrative	$	145,828	$	67,708	$	476,921	$	295,485
Salaries and benefits		3,706,746		82,410		4,200,149		155,480
Professional fees		3,901		2,601		11,702		2,601
Total non-cash share-based compensation expense	$	3,856,475	$	152,719	$	4,688,772	$	453,566

Stock options

Stock options granted have either a 3-year or 10-year contractual term and are subject to either service or performance-based vesting conditions. The following table summarizes the weighted-average assumptions used to value stock options granted during the nine months ended September 30, 2025 using the Black-Scholes method:

	Nine Months
	Ended
	September
Weighted-Average Grant Date Assumptions	30, 2025
Expected term (in years)		9.3
Risk-free interest rate		4.3	%
Expected dividend yield		0.0	%
Expected volatility		96.0	%
Fair value per share	$	2.49

Expected term – The expected term represents the period of time that options are expected to be outstanding. As the Company does not have sufficient historical exercise behavior, it uses the contractual term of the option or the simplified method as defined in Staff Accounting Bulletin Topic 14 for the expected term assumption.

Risk-free interest rate – The risk-free interest rate is based on the U.S. Treasury rate in effect at the time of the grant with an equivalent term approximating the expected term of the options.

Expected dividend yield—The Company bases the expected dividend yield assumption on the fact that it has never paid cash dividends and has no present intention to pay cash dividends.

Expected volatility – The expected volatility is based on the historical volatility of our stock price over the expected term of the stock option.

Activity with respect to stock options is summarized as follows:

		Weighted-		Weighted-
		Average		Average
		Exercise		Remaining	Aggregate
		Price Per		Contractual	Intrinsic
	Shares	Share		Term (in years)	Value
Options outstanding, December 31, 2024	4,330,000	$	0.23	3.7	$	6,652,700
Granted	2,391,400		2.41	—		—
Exercised	(672,500)		0.23	—		—
Forfeited	(166,667)		0.22	—		—
Expired	—		—	—		—
Options outstanding, September 30, 2025	5,882,233	$	1.12	5.7	$	29,818,109
Nonvested options, September 30, 2025	5,190,566	$	1.21	5.8	$	25,801,817
Vested and exercisable options, September 30, 2025	691,667	$	0.39	4.4	$	4,016,292

At September 30, 2025, total unrecognized share-based compensation expense related to stock options was $3,992,315, which is expected to be recognized over a weighted-average remaining period of 0.8 years. During the nine months ended September 30, 2025, 672,500 stock options were exercised to purchase shares of common stock. These exercises included 250,000 options for cash proceeds of $55,000 and cashless exercises where 52,461 shares of common stock were acquired by the Company as treasury stock to pay for the aggregate exercise price of the stock options and 370,039 shares of common stock were issued to the award recipients. See the “Treasury Stock” section below for further details. The total intrinsic value of the 672,500 stock options exercised during the nine months ended September 30, 2025 was $1,410,033.

Restricted stock units

Activity with respect to RSUs is summarized as follows:

		Weighted-
		Average
		Grant Date
		Fair Value
	Shares	Per Share
RSUs outstanding at December 31, 2024	2,090,000	$	0.24
Granted	2,182,800		2.86
Vested	(1,428,199)		1.16
Forfeited	—		—
RSUs outstanding at September 30, 2025	2,844,601	$	1.79

At September 30, 2025, total unrecognized share-based compensation expense related to RSUs was $4,306,192, which is expected to be recognized over a weighted-average remaining period of 2.1 years. The weighted-average remaining contractual term of the nonvested RSU shares was 1.5 years at September 30, 2025. During the nine months ended September 30, 2025, 1,428,199 shares of common stock were issued pursuant to the vesting of RSUs. In a related transaction, 88,399 of the newly issued common shares were acquired by the Company as treasury stock to satisfy the mandatory payroll tax obligations resulting from the RSU vesting. See the “Treasury Stock” section below for further details.

Common stock warrants

During the first nine months of 2025, the Company issued 5,772,822 shares of common stock related to the exercise of pre-existing warrants and received gross proceeds of $4,427,756, based on a weighted average exercise price of $0.77 per share. No warrants were issued or expired during the nine months ended September 30, 2025 and 2024 nor were any warrants exercised during the nine months ended September 30, 2024.

Following is a summary of the Company’s warrant activity during the nine months ended September 30, 2025:

		Weighted
	Number of	Average
	Warrants	Exercise Price
Balance at December 31, 2024	10,142,215	$	0.77
Exercised	(5,772,822)		0.77
Balance at September 30, 2025	4,369,393	$	0.77

Each warrant represents the right to receive one share of the Company’s common stock. The composition of the Company’s warrants outstanding at September 30, 2025 was as follows:

Number of warrants	Exercise Price		Expiration Date	Remaining life (years)
857,143	$	0.46	1/27/2026	0.33
806,500	$	0.85	2/1/2026	0.34
2,705,750	$	0.85	8/3/2026	0.84
4,369,393

All outstanding warrants of the Company expire on or before August 3, 2026.

Treasury Stock

The Company accounts for purchases and sales of treasury stock using the cost method. Shares are recorded at their acquisition price, with a corresponding debit to the treasury stock account. Upon subsequent sale, the treasury stock account is credited for the shares’ original cost, and any difference between the selling price and cost is recognized in additional paid-in capital. The Company does not recognize gains or losses on treasury stock transactions in the consolidated statement of operations

The Company retains and holds shares of its common stock as treasury stock to manage the settlement of employee equity awards. Shares are retained primarily to cover the option exercise price and, if any, required tax withholding for cashless stock option exercises and to satisfy employees’ tax obligations upon RSU vesting. During the nine months ended September 30, 2025, 52,461 newly issued common shares with a cost of $101,429 were retained by the Company as treasury stock to pay for the aggregate exercise price of the stock options and 88,399 of newly issued common shares with a cost of $409,246 were retained by the Company as treasury stock to satisfy the mandatory payroll tax obligations resulting from the vesting of RSUs. There were no common shares retained and transferred to treasury stock during the nine months ended September 30, 2024.