Share Capital

3 Months Ended

Mar. 31, 2025

Equity [Abstract]

Share Capital

Note 4 – Share Capital

Regulation A Equity Financings

Between 2020 and 2023, the Company sold units consisting of two shares of Class A common stock and one warrant to purchase one share of Class A common stock pursuant to Regulation A under the Securities Act (“Regulation A”). The warrants were immediately exercisable and expired 18 months from the date of issuance. Pursuant to these Regulation A offerings, the Company issued a total of 12.1 million shares of Class A common stock and 5.3 million warrants for aggregate gross proceeds of $38.9 million.

During the three months ended March 31, 2024, 1,459,730 warrants were exercised and 3,761,385 warrants expired, leaving 40,856 warrants outstanding as of March 31, 2024. During the three months ended March 31, 2025, no warrants were exercised and 4,317 warrants expired, leaving no warrants outstanding as of March 31, 2025.

The following table is a summary of the outstanding Class A common stock warrants at December 31, 2024 and March 31, 2025:

	Warrants at Exercise Price of $4.50		Warrants at Exercise Price of $7.20		Warrants at Exercise Price of $9.00		Total Warrants
Outstanding at December 31, 2024		–		–		15,262		4,317
Issued during first quarter 2025		–		–		–		–
Expired during first quarter 2025		–		–		15,262		4,317
Exercised during first quarter 2025		–		–		–		–
Outstanding at March 31, 2025		–		–		–		–

First Quarter 2025 Equity Financings

On November 25, 2024, we entered into a Securities Purchase Agreement, as subsequently amended on January 16, 2025, January 29, 2025, and February 14, 2025 (as amended, the “Series 1 Equity Financing”) with Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”), pursuant to which we issued and sold 6,300 shares of our Series 1 Convertible Preferred Stock, par value $0.0001 per share (the “Series 1 Preferred”), and 720,000 shares of our Class A common stock to Streeterville. The Series 1 Equity Financing closed on January 29, 2025 and resulted in aggregate gross proceeds to the Company of $6.3 million.

On March 21, 2025, we entered into a second Securities Purchase Agreement (the “Series 2 Equity Financing”) with Streeterville pursuant to which we agreed to issue and sell up to $40,000,000 of our newly designated Series 2 Convertible Preferred Stock, par value $0.0001 per share (the “Series 2 Preferred” and, together with the Series 1 Preferred, the “Preferred Stock”) to Streeterville. On March 25, 2025, at the initial closing of the Series 2 Equity Financing (the “Closing Date”), we issued and sold 4,500 shares of Series 2 Preferred to Streeterville, for an aggregate purchase price of $4.5 million.

Pursuant to the terms of the Series 2 Equity Financing, Streeterville will also have, for a period ending on the later of (i) two years from the Closing Date, and (ii) the date on which it no longer holds any Preferred Stock, the right, but not the obligation, to reinvest up to an additional $4,000,000 into the Company in one or more tranches (of at least $100,000) at its election (the “Reinvestment Right”). The Reinvestment Right supersedes and replaces the reinvestment right granted to Streeterville in connection with the Series 1 Equity Financing. In addition, Streeterville will have the right, for a period ending six months after it no longer holds any Preferred Stock or is not otherwise owed any obligations from us, to participate in up to 30% of the amount sold in any debt or equity financing that we consummate (the “Participation Right”). The Participation Right supersedes and replaces the participation right granted to Streeterville in connection with the Series 1 Equity Financing.

During the three months ended March 31, 2025, Streeterville exercised its right to convert an aggregate of 2,515 shares of Series 1 Preferred into 310,461 shares of Class A Common Stock.

Stock-Based Compensation

The following summarizes stock option activity for the three months ended March 31, 2025:

	Number of Options		Exercise Price Range		Weighted-Average Exercise Price
Options outstanding at December 31, 2024		15,978,736	$	0.024 - 2.70	$	1.46
Granted		112,500		2.7 - 6.75		5.25
Canceled		35,764		1.86 - 2.70		2.24
Exercised		–		–		–
Options outstanding at March 31, 2025		16,055,472	$	0.024 - 6.75	$	1.49

Our board of directors grants options to our employees under the terms of our Amended and Restated Stock Option Plan. Granted options are exercisable into shares of the Company’s Class B common stock, vest over four years, with an initial one-year cliff vesting, and expire ten years from the date of grant.

The fair value of the options was estimated on the grant date using the Black-Scholes option pricing model and relying on the following assumptions: (i) the estimated fair value of the underlying stock on the measurement date; (ii) the expected term in years; (iii) the expected volatility; and (iv) the discount rate.