| STOCK OPTION PLAN AND STOCK-BASED COMPENSATION |
NOTE
11 – STOCK OPTION PLAN AND STOCK-BASED COMPENSATION
On
January 15, 2021, the Company adopted a stock option plan entitled “The 2021 Employee, Director and Consultant Stock Plan”
(the “2021 Plan”) under which the Company may grant Options to Purchase Stock, Stock Awards or Stock Appreciation Rights
up to 15% of the then fully diluted number of shares of the Company’s Common Stock, automatically adjusted on January 1 each year.
On January 1, 2025, the 2021 Plan was automatically reset in accordance with the 2021 Plan requirements and after the reset there are
47,089,013 shares in Common Stock awards available for grant.
Under
the terms of the 2021 Plan, the Board of Directors shall specify the exercise price and vesting period of each stock option on the grant
date. Vesting of the options is typically immediate and the options typically expire in five years. Stock Awards, which are fully and
immediately vested upon issuance, may be directly issued under the Plan (without any intervening options).
Shares
Awarded and Issued 2021 Plan:
As
at June 30, 2025, there were 9,086,392 shares issued valued at a fair historic market value of $739,889 at the time of award, while as
at June 30, 2024, there were 8,400,562 shares issued valued at a fair historic market value of $418,939 at the time of award.
The
following table summarizes the Company’s granted and issued stock awards in the six months ended June 30, 2025, and 2024:
SCHEDULE
OF GRANTED AND ISSUED STOCK AWARDS
| Issuances
under the 2021 Stock Plan in the period January 1 and June 30, 2024 |
| |
| Date |
|
|
|
#
Shares |
|
|
Amount |
|
|
Price/Share |
|
|
Type |
|
Notice |
| 1/01/2024 |
|
|
|
|
5,288,687 |
|
|
$ |
89,592 |
|
|
$ |
0.017 |
|
|
|
|
|
| 3/22/2024 |
|
|
|
|
211,269 |
|
|
|
21,338 |
|
|
|
0.101 |
|
|
stipend |
|
affiliates |
| 3/22/2024 |
|
|
|
|
72,423 |
|
|
|
7,315 |
|
|
|
0.101 |
|
|
stipend |
|
|
| 3/22/2024 |
|
|
|
|
979,191 |
|
|
|
101,835 |
|
|
|
0.104 |
|
|
bonus |
|
affiliates |
| 3/22/2024 |
|
|
|
|
1,520,808 |
|
|
|
158,164 |
|
|
|
0.104 |
|
|
bonus |
|
|
| 4/19/2024 |
|
|
|
|
241,938 |
|
|
|
30,000 |
|
|
|
0.124 |
|
|
stipend |
|
affiliates |
| 4/19/2024 |
|
|
|
|
86,246 |
|
|
|
10,695 |
|
|
|
0.124 |
|
|
stipend |
|
|
| 6/30/2024 |
|
|
|
|
8,400,562 |
|
|
$ |
418,939 |
|
|
$ |
0.050 |
|
|
|
|
|
| Issuances
under the 2021 Stock Plan in the period January 1 and June 30, 2025 |
| |
| Date |
|
|
|
#
Shares |
|
|
Amount |
|
|
Price/Share |
|
|
Type |
|
Notice |
| 1/01/2025 |
|
|
|
|
5,520,101 |
|
|
$ |
479,793 |
|
|
$ |
0.087 |
|
|
|
|
|
| 1/06/2025 |
|
* |
|
|
634,921 |
|
|
|
43,172 |
|
|
|
0.068 |
|
|
stipend |
|
affiliates |
| 1/06/2025 |
|
|
|
|
164,730 |
|
|
|
11,202 |
|
|
|
0.068 |
|
|
stipend |
|
|
| 1/06/2025 |
|
* |
|
|
1,315,780 |
|
|
|
88,294 |
|
|
|
0.067 |
|
|
bonus |
|
affiliates |
| 1/06/2025 |
|
|
|
|
1,184,221 |
|
|
|
80,098 |
|
|
|
0.068 |
|
|
bonus |
|
|
| 5/12/2025 |
|
* |
|
|
156,255 |
|
|
|
21,876 |
|
|
|
0.140 |
|
|
stipend |
|
affiliates |
| 5/12/2025 |
|
|
|
|
110,384 |
|
|
|
15,454 |
|
|
|
0.140 |
|
|
stipend |
|
|
| 6/30/2025 |
|
|
|
|
9,086,392 |
|
|
$ |
739,889 |
|
|
$ |
0.081 |
|
|
|
|
|
| * |
The
shares are held as shares of Preferred Stock, but are for comparison purposes expressed as Common share equivalents in this table. |
| ● |
The
Company claims an exemption from the registration requirements of the Securities Act for the Compensatory Benefit Plan pursuant to
Rule 701 of the Securities Act. |
Shares
awarded, but not yet issued, under the 2021 Stock Plan for the period ended June 30, 2025:
| Date |
|
|
|
#
Shares |
|
|
Amount |
|
|
Price/Share |
|
|
Type |
|
Notice |
| 6/30/2025 |
|
* |
|
|
283,700 |
|
|
$ |
26,242 |
|
|
$ |
0.093 |
|
|
stipend |
|
affiliates |
| 6/30/2025 |
|
|
|
|
76,680 |
|
|
|
7,092 |
|
|
|
0.093 |
|
|
stipend |
|
|
| 6/30/2025 |
|
|
|
|
360,380 |
|
|
$ |
33,334 |
|
|
$ |
0.093 |
|
|
|
|
|
For
the six months ended June 30, 2025, the Company recorded stock-based compensation expense of $69,061 (whereof $27,795 to affiliates)
in connection with share-based payment awards. For the six months ended June 30, 2024, the Company recorded stock-based compensation
expense of $365,936 (whereof $186,835 to affiliates) in connection with share-based payment awards.
Stock
options granted and vested 2021 Plan:
For
the six months ended June 30, 2025, there were no options awarded under the 2021 Stock Plan. For the six months ended June 30, 2024,
there were no options awarded under the 2021 Stock Plan. However, 90,000 options were forfeited.
As
at June 30, 2025, there was no unrecognized compensation expense related to non-vested stock option awards. The following table summarizes
the Company’s stock option activity for the six months ended June 30, 2025, and 2024:
SCHEDULE
OF STOCK OPTIONS ACTIVITY
| |
|
Number
of Options |
|
|
Exercise
Price per Share |
|
|
Weighted
Average Exercise Price per Share |
|
| Outstanding as of January 1, 2024 |
|
|
335,000 |
|
|
$ |
0.001
– 0.95 |
|
|
$ |
0.62 |
|
| Granted |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Exercised |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Options forfeited/cancelled |
|
|
(90,000 |
) |
|
|
0.195 |
|
|
|
0.20 |
|
| Outstanding as of June 30, 2024 |
|
|
245,000 |
|
|
$ |
0.001 – 0.95 |
|
|
$ |
0.78 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Outstanding as of January 1, 2025 |
|
|
— |
|
|
$ |
— |
|
|
$ |
— |
|
| Granted |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Exercised |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Options forfeited/cancelled |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Outstanding as of June
30, 2025 |
|
|
— |
|
|
$ |
— |
|
|
$ |
— |
|
At
June 30, 2025, there are no stock options outstanding.
As
at June 30, 2025, the Company has 43,522,722 options or stock awards available for grant under the 2021 Plan.
|