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Note 8 - Warrants

9 Months Ended

Sep. 30, 2025

Note 8 – Warrants

Equity Classified Warrants

During the nine months ended September 30, 2025, we issued the following Series F Warrants in connection with the issuance of Series F Preferred Stock (see Note 7) pursuant to the exercise of the AIR by Alpha:

	●	On February 7, 2025, we issued Series F Warrants to purchase up to 450,390 shares of Common Stock at an initial exercise price of $2.2203. The Series F Warrants are immediately exercisable upon issuance and have a three-year term.

	●	On March 17, 2025, we issued Series F Warrants to purchase up to 415,420 shares of Common Stock at an initial exercise price of $1.2036. The Series F Warrants are immediately exercisable upon issuance and have a three-year term. This issuance resulted in down round provisions embedded within previously issued Series F and Series F Warrants being triggered (the “March 2025 Down Round Trigger”), including the Series F Warrants issued on February 7, 2025. See the deemed dividends resulting from the March 2025 Down Round Trigger above. See Down Round Triggers and Deemed Dividends in Note 7 above.

	●	On May 5, 2025, we issued Series F warrants to purchase up to 602,846 shares of Common Stock at an initial exercise price of $0.8294. The Series F Warrants are immediately exercisable upon issuance and have a three-year term. This issuance resulted in down round provisions embedded within previously issued Series F and Series F Warrants being triggered (the “May 2025 Down Round Trigger”). See Down Round Triggers and Deemed Dividends in Note 7 above.

	●	On June 6, 2025, we issued Series F warrants to purchase up to 418,831 shares of Common Stock at an initial conversion price of $1.1938. The Series F warrants are immediately exercisable upon issuance and have a three-year term.

	●	On June 9, 2025, we issued Series F warrants to purchase up to 838,364 shares of Common Stock at an initial conversion price of $1.1928. The Series F warrants are immediately exercisable upon issuance and have a three-year term.

	●	On June 17, 2025, we issued Series F warrants to purchase up to 797,067 shares of Common Stock at an initial conversion price of $1.2546. The Series F warrants are immediately exercisable upon issuance and have a three-year term.


	●	On July 11, 2025, we issued Series F warrants to purchase up to 671,818 shares of Common Stock at an initial exercise price of $1.1908. The Series F Warrants are immediately exercisable upon issuance and have a three-year term. This issuance resulted in down round provisions embedded within previously issued Series F and Series F Warrants being triggered (the “July 2025 Down Round Trigger”), specifically impacting the issuances on June 6, 9, and 17, resulting in these exercise prices of $1.1938, $1.1928, and $1.2546, respectively, being reduced to $1.1908. See summary of Down Round Triggers and Deemed Dividends in Note 7 above.

	●	On July 18 and 21, 2025, we issued Series F warrants to purchase up to 714,286 and 357,143, respectively, shares of Common Stock at an initial conversion price of $1.4000 The warrants are immediately exercisable upon issuance and have a three-year term.

	●	On July 24, 2025, we issued Series F warrants to purchase up to 456,621 shares of Common Stock at an initial conversion price of $2.1900. The warrants are immediately exercisable upon issuance and have a three-year term.

	●	On August 22, 2025, we issued Series F warrants to purchase 275,497 shares of Common Stock at an initial conversion price of $1.8149. The warrants are immediately exercisable upon issuance and have a three-year term. This issuance resulted in down round provisions embedded within previously issued Series F and Series F Warrants being triggered (the “August 2025 Down Round Trigger”), specifically impacting the issuance on July 24, 2025, resulting in the exercise price of $2.1900 being reduced to $1.8149. See summary of Down Round Triggers and Deemed Dividends in Note 7 above.

	●	On September 19, 2025, we issued Series F warrants to purchase 272,598 shares of Common Stock at an initial conversion price of $1.8342. The warrants are immediately exercisable upon issuance and have a three-year term.

A summary of activity related to warrants, classified within stockholders’ equity (deficit) for the periods presented is as follows:

							Weighted Average
				*Weighted Average*			*Remaining*
	*Shares*			*Exercise Price*			*Contractual Term*
Outstanding as of December 31, 2024		317,664		$	4.9600			2.60
Series F Issued – February 7, 2025		450,390			0.8294	*		—
Series F Issued – March 17, 2025		415,420			0.8294	*		—
Series F Issued - May 5, 2025		602,846			0.8294			—
Series F Issued - June 2025		2,054,262			1.2169	**		—
Series F Issued - July 11, 2025		671,818			1.1908			—
Series F Issued - July 18, 2025		714,286			1.4000			—
Series F Issued - July 21, 2025		357,143			1.4000			—
Series F Issued - July 24, 2025		456,621			1.8149	***		—
Series F Issued - August 22, 2025		275,497			1.8149			—
Series F Issued - September 19, 2025		272,599			1.8342			—
Series F warrants exchanged for common stock - April		(125,362	)		1.1000			—
Series F warrants exchanged for common stock - July		(142,857	)		0.8294			—
Exercise of Series F Warrants		(3,622,918	)		1.0400			—
Reclassification of Series B Warrants		7,881,884			0.8294	*		—
Exercise of Series B Warrants		(7,868,924	)		0.8294	*		—
Outstanding as of September 30, 2025		2,710,369		$	1.7296	*		2.81
Exercisable as of September 30, 2025		2,710,369		$	1.7296	*		2.81

*	Reflects the exercise price after the May 2025* Down Round Trigger on May 5, 2025 as described above.*
**	Reflects the exercise price after the July 2025* Down Round Trigger on July 11, 2025 as described above.*
***	Reflects the exercise price after the August 2025* Down Round Trigger on August 22, 2025 as described above.*

In connection with the execution of the Series B Amendment (see Note 6), the total Series B common stock warrants outstanding as of September 30, 2025, of 12,960 with an exercise price of $0.8294, are reflected as equity-classified warrants.

During the three and nine months ended September 30, 2025, 3,622,918 Series F warrants were exercised, and the Company issued 3,622,918 shares of common stock and received cash proceeds of $3,804,318. During the three months ended September 30, 2025, 7,868,924 Series B warrants were exercised and the Company issued 7,868,924 shares of common stock and received cash proceeds of $6,526,485. During the nine months ended September 30, 2025, 10,089,612 Series B warrants were exercised and the Company issued 10,089,612 shares of common stock and received cash proceeds of $8,317,002. During the nine months ended September 30, 2025, the Company agreed to credit $350,000 of the aggregate exercise price, at the time of exercise, associated with 267,849 Series B warrants, pursuant to a settlement reached with the Series B warrant holder over a dispute.

As of September 30, 2025, the intrinsic value of the warrants was $1,365,692 based on the market price of our stock and the warrant exercise price.

Liability Classified Warrants

The Series A and B warrants issued in October 2024, pursuant to an offering, have the following contractual terms.

Each Series A Warrant and B Warrant was immediately exercisable on the date of issuance and expires five years from the closing date of the offering.

Under the alternate cashless exercise option of the Series A Warrants, a holder of the Series A Warrant, has the right to receive an aggregate number of shares equal to the product of (x) the aggregate number of shares of Common Stock that would be issuable upon a cash exercise of the Series A Warrant and (y) 2.0. In addition, the Series A Warrants and Series B Warrants contain a reset of the exercise price to a price equal to the lesser of (i) the then exercise price and (ii) the lowest volume weighted average price for the five trading days immediately preceding and immediately following the date the Company effects a reverse stock split in the future with a proportionate adjustment to the number of shares underlying the Series A Warrants and Series B Warrants so that the aggregate exercise price remains constant in such an event (the “Share Combination Event”). The Share Combination Event was eliminated from the contractual terms of the Series B Warrants with the execution of the Series B Amendment (see Note 6). Finally, with certain exceptions, the Series B Warrants provide for a down round adjustment to the exercise price and number of shares underlying the Series B Warrants upon the Company’s issuance of its Common Stock or common stock equivalents at a price per share that is less than the exercise price of the Series B Warrant. The exercise price was adjusted down to $1.20 and further adjusted down to $0.8294 with the March 2025 Down Round Trigger and May 2025 Down Round Triggers, respectively, and an additional 2,582,234 and 3,057,622, respectively warrants were issued in connection with the reduction so that the aggregate exercise price remains unchanged. During the nine months ended September 30, 2025, we recognized a deemed dividend of $4,942,669 which has been included on the statement of stockholders' equity as a reduction of accumulated deficit and as additional paid-in capital for the incremental value due to the May, July, and August 2025 Down Round Triggers. The March 2025 Down Round Trigger was included in the change in fair value of warrant liabilities as the Series B Warrants were liability classified until April 2, 2025 (see Note 6).

A summary of activity related to the Series A and B warrants, initially classified as liabilities, for the nine months ended September 30, 2025 is as follows:

						*Weighted Average*
				*Weighted Average*		*Remaining*
	*Shares*			*Exercise Price*		*Contractual Term*
Outstanding as of December 31, 2024		4,628,312		$	1.9445		4.75
Issued – March 2025 Down Round Trigger		2,582,234			1.2036		—
Issued – May 2025 Down Round Trigger		3,057,622			0.8294		—
Exercise of Series A Warrants		(63,017	)		1.9445		—
Exercise of Series B Warrants		(2,220,688	)		0.9639		—
Reclassification of Series B Warrants		(7,881,884	)		0.8294		—
Outstanding as of September 30, 2025		102,579		$	1.9445		4.00
Exercisable as of September 30, 2025		102,579		$	1.9445		4.00

The outstanding and exercisable Series A Warrants provide for an alternative cashless exercise which allows the holder to exercise the Series A Warrant for no consideration and receive two shares of common stock for each warrant exercised.