Stockholder’s Equity (Deficit)

9 Months Ended

Jun. 30, 2026

Equity [Abstract]

Stockholder’s Equity (Deficit)

Note 21 — Stockholder’s Equity (Deficit)

Preferred Stock— The Company is authorized to issue 10,000,000 shares of preferred stock, par value $0.01 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2026 and September 30, 2025, there were no shares of preferred stock issued or outstanding.

Common Stock— The Company is authorized to issue 150,000,000 shares of common stock with par value of $0.01 each. As of June 30, 2026 and September 30, 2025, there were 27,332,069 and 14,521,094 shares of Common Stock issued and outstanding, respectively.

Warrants

As part of the Bannix IPO, Bannix issued 6,900,000 warrants to third-party investors where each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of the IPO, Bannix completed the private sale of 406,000 Private Placement warrants where each warrant allows the holder to purchase one share of the Company’s Class A common stock at $11.50 per share.

Bannix accounted for the 6,900,000 warrants issued in connection with the IPO and private placement in accordance with the guidance contained in ASC Topic 815 “Derivatives and Hedging” whereby under that provision, the Private Warrants did not meet the criteria for equity treatment and were recorded as a liability. Accordingly, Bannix classified the Private Warrants as a liability at fair value and adjusts them to fair value at each reporting period. The Public Warrants met the classification for equity treatment.

The warrants became exercisable on the later of 12 months from the closing of this offering or upon completion of its initial Business Combination and will expire five years after the completion of Reverse Acquisition, at 5:00 p.m., Eastern Time, or earlier upon redemption or liquidation.

Once the warrants become exercisable, the Company may redeem the warrants:

● in whole and not in part;

● at a price of $0.01 per warrant;

● upon not less than 30 days’ prior written notice of redemption, to each warrant holder; and

● if, and only if, the reported last sale price of the Public Shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrant holders.

● if, and only if, there is a current registration statement in effect with respect to the issuance of the shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day until the date of redemption.

At the time of the Reverse Acquisition, The Private Placement Warrants became identical to the Public Warrants underlying the Units sold in the Bannix IPO. The Private Placement Warrants were classified as Equity upon close of the Reverse Acquisition. During the three and nine months ended June 30, 2026, 0 and 542,256 warrants were exercised for $0 and $6,235,945, respectively. At June 30, 2026 and September 30, 2025, there were 8,396,069 and 7,304,992 warrants outstanding inclusive of 300,000 pre-funded warrants (See Note 10).

Conversion of public and private rights

On July 14, 2025, at the close of the Reverse Acquisition, 6,900,000 public rights and 406,000 private rights under Bannix were converted for Common shares on a ten-to-one basis.

The following is an analysis of the warrants grant activity:

	Number			Weighted Average Exercise Price			Weighted Average Remaining Life
Outstanding at September 30, 2025		7,304,992		$	11.50			4.79
Granted		300,000			0.01			5.23
Expired		—			—			—
Exercised		(495,509	)		(11.50	)		(4.79	)
Outstanding at December 31, 2025		7,109,483			11.02			4.56
Granted		1,333,333			9.00			5.00
Expired		—			—			—
Forfeited		(46,747	)		(11.50	)		(4.56	)
Outstanding at March 31, 2026		8,396,069			10.69			4.41
Granted		—						—
Expired		—			—			—
Forfeited		—			—			—
Outstanding at June 30, 2026		8,396,069		$	10.69			4.16

At June 30, 2026 and September 30, 2025, the intrinsic value of the warrants was $1,287,000 and $0, respectively.

The assumptions used in Monte Carlo Simulation model related to the February 26, 2026 1,333,333 warrants issuance are set forth in the table immediately below:

	February 26, 2026
Stock Price	$	7.96
Exercise Price	$	9.00
Volatility		73.0	%
Risk free rate of return		3.54	%
Term to maturity (years)		5.00
Term to financing (years)		2.50

Stock based compensation

Omnibus Equity Incentive Plan

On August 5, 2025, the Board of Directors (the “Board”) of Bannix adopted Bannix’s 2025 Omnibus Equity Incentive Plan (the “Plan”), which authorizes the issuance of up to 7,000,000 shares of Bannix’s common stock, par value $0.01 per share (the “Common Stock”). The Plan is subject to approval by Bannix’s shareholders within twelve (12) months of the Board’s adoption date. If shareholder approval is obtained, the Plan will become effective as of August 5, 2025. The Plan provides for the grant of various equity-based awards, including non-qualified stock options, incentive stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance stock awards, performance unit awards, unrestricted stock awards, distribution equivalent rights, or any combination thereof. The Plan is intended to assist Bannix in attracting, retaining, and incentivizing key management employees, directors, and consultants, and to align their interests with those of Bannix’s shareholders.

Stock Options

On August 6, 2025 and September 2, 2025, the Company entered into several employment agreements, pursuant to which the Company granted 6,350,000 options to employees with vesting periods of 4 years and exercise price of $7.2 and $9.09, respectively. On January 2, 2026 and March 12, 2026, the Company granted an additional 500,000 options each to two employees with vesting period of 4 years and 4 years and exercise price of $9.26 and $7.47, respectively. For the three and nine months ended June 30, 2026 and 2025, total stock-based compensation related to the employments agreements was $1,122,429 and $0, respectively, and $4,251,373 and $0, respectively, and included in general and administrative expense on the accompanying unaudited condensed consolidated statements of operations.

During the three and nine months ended June 30, 2026, 0 and 3,600,000 unvested options were forfeited which resulted in stock-based compensation reversal of $0 and $1,733,920.

On July 16, 2025, the Company entered into a consultant non statutory stock option agreement with a vendor, pursuant to which the vendor was granted 500,000 stock options that vested immediately at an exercise price of $3.27 and total compensation expense of $1,452,240 was recognized during the year ended September 30, 2025.

The assumptions used in the Black-Scholes model are set forth in the table immediately below:

	January 2, 2026 - March 12, 2026			August 6, 2025 - September 2, 2025
Exercise price		$ 9.26 - 7.47			$ 3.27 - 9.09
Risk-free interest rate		3.74 - 3.84 %			3.58 -3.91%
Volatility		73.0 - 86.3 %			101.4 - 114.4%
Expected life (years)		4 - 4.5			3.19 - 5.00
Dividend yield		0	%		0	%

The following is an analysis of the stock option grant activity:

	Number			Weighted Average Exercise Price			Weighted Average Remaining Life
Outstanding at September 30, 2025		—		$	—			—
Granted		6,850,000			7.42			5.23
Expired		—			—			—
Exercised		—			—			—
Outstanding at December 31, 2025		6,850,000			7.42			5.23
Granted		1,000,000			8.37			5.00
Expired		—			—			—
Forfeited		(3,600,000	)		(8.04	)		(4.38	)
Outstanding at March 31, 2026		4,250,000			7.75			5.85
Granted		—			—			—
Expired		—			—			—
Forfeited		—			—			—
Outstanding at June 30, 2026		4,250,000		$	7.75			5.60

At June 30, 2026 and September 30, 2025, the intrinsic value of outstanding options is $515,000 and $14,429,000, respectively. At June 30, 2026 and September 30, 2025, 500,000 options were vested and exercisable, respectively.

The Company will recognize the remaining total stock-based compensation of $15,233,519 in future periods as follows:

Year	Amount
2026	$	1,173,753
2027		4,695,012
2028		4,695,012
2029		4,216,626
2030		453,116
Total	$	15,233,519

Restricted stock units (“RSUs”)

On August 1, 2025, the Company entered into agreements with three independent directors, pursuant to which each independent directors will be granted $60,000 of restricted stock units annually. On January 30, 2026, the Company issued an additional 14,961 RSUs to independent directors. The restricted stock units will vest after 1 year of service. For the three and nine months ended June 30, 2026 and 2025, the Company recorded stock-based compensation expense related to the RSUs of $110,127 and $0, respectively, and $298,348 and $0 in the nine months ended June 30, 2026 and 2025, respectively. At June 30, 2026 and September 30, 2025, unearned compensation is $36,713 and $150,000, respectively and will be recognized in the future.

The following table summarizes RSU issuance and related stock-based expense,

Quarter ended	RSU issued		Value of RSUs issued		Stock based compensation
September 30, 2025		15,735	$	180,000	$	30,000
December 31, 2025		—		—		45,000
March 31, 2026		14,961		295,000		143,221
June 30, 2026		—		—		—
		30,696	$	475,000	$	218,221

Issuance of shares to former directors

On August 9, 2025, the Company entered into compensation agreements with three former directors, pursuant to which each director will receive $120,000 payable in cash or shares. Two directors elected to receive a total of $125,000 in shares and on September 10, 2025, total shares of 10,927 were issued and stock-based compensation of $125,000 related the compensation agreements with two former directors was included in general and administrative expense on the consolidated statements of operations during the year ended September 30, 2025. There was no issuance of shares for the three and nine months ended June 30, 2026 and 2025.

Other share issuances

As outlined in Note 14, the Company issued 200,000 shares of Common stock at a fair value of $470,000 pursuant to the SEPA during the year ended September 30, 2025. There were no issuance of shares under this agreement for the three and nine months ended June 30, 2026.

At the close of the Reverse Acquisition, Bannix owed a vendor 22,500 shares pursuant to an agreement for the provision of services. On July 25, 2025, the Company issued the Common Shares to the vendor to satisfy the outstanding obligation.

As stated in Note 10, on December 15, 2025, the Company issued 1,500,000 Common Shares pursuant to the asset acquisition.

On January 28, 2026, the Company issued 8,532 shares to the vendor in satisfaction of the terms under the $75,000 RSUs issuable under the consulting arrangement.

On May 7, 2026, pursuant to a May 6, 2026 consulting agreement with a vendor, the Company issued 55,000 shares with a fair value on grant date of $331,150 for services to be rendered from May 2026 to October 2026. For the three and nine months ended June 30, 2026 and 2025, the Company recorded stock-based compensation expense related to the agreement of $112,384 and $0, respectively, and $112,384 and $0 in the nine months ended June 30, 2026 and 2025, respectively. At June 30, 2026 and September 30, 2025, unearned compensation is $224,766 and $0, respectively and will be recognized in the future.

Stock-based compensation liability

In November 2025, the Company entered into an advisory services agreement with an independent member of the board of directors. As compensation for the services of the board member, a compensation of $30,000 monthly payable in cash and $5,000 monthly payable in shares. At June 30, 2026 and September 30, 2025, the $40,000 and $0 payable in shares was not issued to the director and is included in stock-based compensation liability on the accompanying unaudited condensed consolidated balance sheets.

On October 9, 2025, the Company entered into a consulting arrangement with a vendor, pursuant to which $75,000 of RSUs will be issued within 5 days of the execution date and the contract then 6 months later. The Company issued 8,352 shares to the vendor during the three months ended March 31, 2026. There were no shares payable and unissued at June 30, 2026 and September 30, 2025.

As stated in Note 20, pursuant to the PVML Agreement, the payment contains an equity component valued at $350,000, to be settled through the issuance of 35,000 shares of the Company’s common stock valued at $10.00 per share. At June 30, 2026, the Company had not issued these shares and the $350,000 payable in shares is included in stock-based compensation liability on the accompanying unaudited condensed consolidated balance sheets. There were no shares payable and unissued at September 30, 2025.

At June 30,2026, $100,000 shares payable to SaverOne management after the close of Tranche 2 and 3 is included in stock-based compensation liability on the accompanying unaudited condensed consolidated balance sheets. At June 30, 2026, the Company determined that 83,825 shares are due to SaverOne management under the value protect mechanism of the SaverOne Agreement. The fair value of $360,448 of the shares is included in stock-based compensation liability on the accompanying unaudited condensed consolidated balance sheets. There were no shares payable and unissued at September 30, 2025.