NOTE 9 - STOCKHOLDERS' EQUITY

9 Months Ended

Sep. 30, 2025

Notes

NOTE 9 - STOCKHOLDERS' EQUITY

NOTE 9 - STOCKHOLDERS’ DEFICIT

Options and Warrants

The Company has no warrants outstanding.

On January 10, 2025 and January 14, 2025, 290,000 and 300,000 options expired. During the nine months ended September 30, 2025, and September 30, 2024, the Company granted 150,000 and 450,000 options for services, respectively. During the nine months ended September 30, 2025, and September 30, 2024, the Company recognized expense of $4,135 and $5,010 respectively, for options that vested during the periods pursuant to ASC Topic 718. As of September 30, 2025, the total remaining amount of compensation expense to be recognized in future periods is $821.

On April 24, 2025, in consideration for their services as independent directors, the Company granted to each of Messrs. Gary S. Maier and John M. Palumbo, a Non-Qualified Stock Option pursuant to the 2017 Long-Term Incentive Plan to purchase 50,000 shares of common stock at an exercise price of $0.02, representing 100% of the closing price of the common stock of the Corporation as of April 24, 2025. Said Options shall vest and be exercisable immediately and shall be exercisable for a period of seven years from the date of grant.

Also on April 24, 2025, the Company granted to Werner Funk, President and CEO, a Non-qualified Stock Option pursuant to the 2017 Long-Term Incentive Plan, to purchase 50,000 shares of common stock at any exercise price of $0.022, representing 110% of the closing price of the common stock of the Corporation as of April 24, 2025. Said Options shall vest and be exercisable immediately and shall be exercisable for a period of seven years from the date of grant.

On September 11, 2015, the Board of Directors adopted the Omnitek Engineering Corp. 2015, Long Term Incentive Plan (the “2015 Plan”), under which 2,500,000 shares of the Company’s Common Stock were reserved for issuance of both Incentive Stock Options to employees only and Non-Qualified Stock Options to employees and consultants at its discretion. On February 9, 2024, 855,556 option issued under the 2015 Plan expired. As of September 30, 2025, all options issued under the 2015 plan had expired.

On October 2017, the Company’s shareholders approved its 2017 Long-Term Incentive Plan (the “2017 Plan”). Under the 2017 plan, the Company may issue up to 5,000,000 shares of both Incentive Stock Options to employees only and Non-Qualified Stock Options to employees and consultants at its discretion. As of September30, 2025 the Company had a total of 1,750,000 options issued under the 2017 Plan.

The Company recognizes compensation expense for stock-based awards expected to vest on a straight-line basis over the requisite service period of the award based on their grant date fair value. The Company estimates the fair value of stock options using a Black-Scholes option pricing model which requires management to make estimates for certain assumptions regarding risk-free interest rate, expected life of options, expected volatility of stock and expected dividend yield of stock. When determining expected volatility, the Company considers the historical performance of the Company’s stock, as well as implied volatility. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant, based on the options’ expected term. The expected term of the options is based on the Company’s evaluation of option holders’ exercise patterns and represents the period of time that options are expected to remain unexercised. The Company uses historical data to estimate the timing and amount of forfeitures.

The following table presents the assumptions used to estimate the fair values of the stock options granted:

	September 30,	September 30,
	2025	2024
Expected volatility	215%	210%
Expected dividends	0%	0%
Expected term	7 Years	7 Years
Risk-free interest rate	4.11%	4.66%

A summary of the status of the options granted at September 30, 2025, and December 31, 2024, and changes during the periods then ended is presented below:  

	September 30, 2025			December 31, 2024
			Weighted-Average			Weighted-Average
	Options		Exercise Price	Options		Exercise Price
Outstanding at beginning of year	2,340,000	$	0.06	2,745,556	$	0.11
Granted	150,000		0.02	450,000		0.02
Exercised	0		-	-		-
Expired or cancelled	(590,000)		0.07	(855,556)		0.18
Outstanding at end of period	1,900,000		0.05	2,340,000		0.06
Exercisable	1,741,667	$	0.06	2,106,667		0.07

A summary of the status of the options outstanding at September 30, 2025 is presented below:

Range of Exercise Prices	Number Outstanding	Weighted-Average Remaining Contractual Life	Number Exercisable	Weighted-Average Exercise Price
$0.01-1.00	1,900,000	3.22 years	1,741,667	0.06