Common Stock

Authorized

As of June 30, 2025, and December 31, 2024, the Company had 285,714,286 shares of common stock authorized, each having a par value of $0.0001.

Issued and outstanding

As of June 30, 2025, and December 31, 2024, the Company had 1,477,575 and 438,987 shares of common stock issued and outstanding, respectively.

Transactions during the six months ended June 30, 2025

On January 28, 2025, the Company entered into and completed a warrant inducement transaction with the holders of its Series A Common Stock Purchase Warrants pursuant to a warrant inducement agreement (“Series A Warrants”). Under the warrant inducement agreement, the exercise price of the outstanding Series A Warrants was reduced from $78.40 to $14.00 per share of common stock as an incentive for immediate exercise As a result, the holders exercised all outstanding Series A Warrants, and the Company issued 138,485 shares of common stock, generating gross proceeds of $1,938,772.

On February 2, 2025, the Company issued 438 shares of common stock to a consultant in relation to the acquisition of the License # 2 IPR&D asset.

On March 7, 2025, the Company repurchased a total of 10 shares of common stock from two existing shareholders at for total consideration of approximately $52. The shares were retired upon repurchase.

On March 18, 2025, the Company entered into a securities purchase agreement with an existing investor to repurchase 30 shares of common stock and warrants to purchase 36 shares of common stock at an exercise price of $4,200.00 per share. The total consideration paid in the transaction was $127. The repurchased shares and warrants were retired and cancelled. The transaction was initiated by the existing investor.

On March 21, 2025, the Company entered into a Securities Purchase Agreement between the Company and certain institutional investors with respect to a registered direct offering for the offer and sale of 129,145 shares of common stock and 165,305 prefunded warrants for gross proceeds of $1,484,028

On March 26, 2025, Biosciences entered into a first amendment to the exclusive license agreement covering License # 2 (Note 8), expanding its rights to include the growing animal health market. The Company issued 12,000 shares of common stock in exchange for the expansion of its rights under License # 2.

During the six months ended June 30, 2025, the Company sold an aggregate of 593,194 shares of common stock under its at-the-market (ATM) equity offering program, generating total gross proceeds of approximately $1,519,437. After deducting total commissions and fees of approximately $51,855, net proceeds amounted to approximately $1,467,582. The shares were issued in multiple tranches between April and June 2025, with sales prices ranging from $2.26 to $2.83 per share.

Transactions during the six months ended June 30, 2024

On April 30, 2024, the Company issued 679 shares of common stock on acquisition of License # 2 and $492,945 was recognized in equity. A total of $nil was recognized in common stock and the remainder of $492,945 to additional paid in capital (Note 9). These shares are unregistered and restricted from trading, as disclosed in Note 9.

On May 3, 2024, the Company committed to issue 1,750 fully vested shares of common stock, of which 438 shares of common stock were issued by June 30, 2024, for the acquisition of License # 2. A total of $1,117,832 was recognized in equity, of which $nil was recognized in common stock and the remainder of $1,117,832 to additional paid in capital (Note 9). These shares are unregistered and restricted from trading as disclosed in Note 9.

Preferred Stock

Authorized

As of June 30, 2025, and December 31, 2024, the Company had 500,000,000 of preferred stock authorized, respectively, each share of preferred stock having a par value of $0.0001.

Issued and outstanding

As at June 30, 2025, and December 31, 2024, the Company had 6,372,874 and nil shares of Series B Preferred Stock issued and outstanding.

Transactions during the six months ended June 30, 2025, and 2024

On March 26, 2025, at a special meeting of the Company’s shareholders, the shareholders approved the issuance of 3,036,437 shares of non-trading, non-convertible Series B Preferred Stock to GB Capital Ltd as a signing bonus pursuant to that certain Second Amended and Restated Consulting Agreement for Non-Employee Chief Executive Officer between the Company and GB Capital Ltd, dated October 25, 2024, as amended; and 3,336,437 shares of non-trading, non-convertible Series B Preferred Stock to Northstrive Companies Inc as a signing bonus pursuant to that certain Second Amended and Restated Consulting Agreement for Non-Executive Chairman between the Company and Northstrive Companies Inc., dated October 25, 2024, as amended. The total issuances of Series B Preferred Stock approved by the shareholders at this meeting was 6,372,874 shares. These bonuses to GB Capital Ltd and Northstrive Companies Inc. in the form of Series B Preferred Stock represented bonuses of $75,000 to each entity pursuant to their respective agreements aforementioned in this paragraph. These bonuses, totaling $150,000, were accrued and included in due to related parties as of December 31, 2024.

Equity Warrants

Transactions during the six-month ended June 30, 2025.

On January 28, 2025, in connection with the warrant inducement agreement (see above) and the exercise of the Series A Warrants, the Company issued 138,485 replacement warrants with an initial exercise price of $19.25 and a five-year term. On April 29, 2025, the exercise price of the replacement warrants were reset to the contractual floor price of $3.22 per share. Following the adjustment, each of the five investors now holds 165,580 warrants, resulting in a total of 827,900 replacement warrants outstanding at the adjusted exercise price, maintaining the aggregate exercise value of $2,665,836.

On March 18, 2025, the Company entered into a securities purchase agreement with an existing investor to repurchase warrants to purchase 36 shares of common stock at an exercise price of $4,200 per share for a nominal amount.

On March 24, 2025, the Company consummated a registered direct offering with institutional investors, issuing 129,145 shares of common stock and 165,305 pre-funded warrants. The pre-funded warrants are immediately exercisable at an exercise price of $0.0001 per share, subject to a beneficial ownership limitation of 4.99%, which may be increased to 9.99% at the holder’s election.

On April 14, 2025, all 165,305 pre-funded warrants issued in connection with the Company’s registered direct offering consummated on March 24, 2025 were fully exercised for shares of common stock, at an exercise price of $0.0001 per share.

Transactions during the six-month ended June 30, 2024.

There was no equity warrant activity during the six months ended June 30, 2024

As of June 30, 2025, the following equity warrants were outstanding:

As of June 30, 2025 and December 31, 2024, the weighted average life of equity warrants outstanding was 4.58 and 4.82 years, respectively.

Stock Options

The Company has a stock option plan included in the Company’s 2020 Equity Incentive Plan (the “Plan”) where the Board of Directors or any of its committees can grant Incentive Stock Options, Nonstatutory Stock Options, and Restricted Stock to employees, advisors and directors of the Company. As of June 30, 2025 and December 31, 2024, the aggregate number of shares allocated and made available for issuance pursuant to stock options granted under the Plan shall not exceed 1,239 shares. The Plan shall remain in effect until it is terminated by the Board of Directors.

Transactions during the three-month ended June 30, 2025

There was no stock option activity during the six months ended June 30, 2025.

Transactions during the six-month ended June 30, 2024

In January 2024, the Company granted 9 stock options with a contractual life of ten years and an exercise price of $7,000 per common stock. These stock options were valued at $16,178 using the Black-Scholes Option Pricing Model. The options vest 25% on the first anniversary of the grant date and the remaining 75% vest evenly over 36 months thereafter.

On March 6, 2024, the Company granted 57 stock options with a contractual life of ten years and an exercise price of $1,400 per common stock. These stock options were valued at $52,845 using the Black-Scholes Option Pricing Model. The options vest 25% on the first anniversary of the grant date and the remaining 75% vest evenly over 36 months thereafter.

The continuity of stock options for the six months ended June 30, 2025, and December 31, 2024, is summarized below:

As of June 30, 2025, the following options were outstanding, entitling the holders thereof the right to purchase one common stock for each option held as follows:

As of June 30, 2025, and December 31, 2024, the weighted average life of stock options outstanding was 6.41 years and 6.88 years, respectively.

With the sale of the Company’s skincare business on January 16, 2025, 180 vested stock options with a weighted average exercise price of $1,696 have been cancelled on April 16, 2025, after the 90-day exercise window following termination of employment with the Company.

During the six months ended June 30, 2025 and 2024, the Company recorded $(42,996) and $10,484, respectively, in share-based compensation expense, of which $36,604 and ($79,600), and $31,781 and $(21,297), respectively is included in office and administration and discontinued operations, respectively. Within discontinued operations for the six months ended June 30, 2025 and 2024, ($73,768) and ($5,832), and $(23,876) and $2,579, respectively is included in office and administration and research and development, respectively.