NOTE 9 – STOCKHOLDERS’ EQUITY

Preferred Stock

Pursuant to the Company’s Articles of Incorporation, the Company’s board of directors is empowered, without stockholder approval, to issue series of preferred stock with any designations, rights and preferences as they may from time to time determine. The rights and preferences of this preferred stock may be superior to the rights and preferences of the Company’s common stock; consequently, preferred stock, if issued could have dividend, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the common stock. Additionally, preferred stock, if issued, could be utilized, under special circumstances, as a method of discouraging, delaying or preventing a change in control of the Company’s business or a takeover from a third party.

Common Stock

On July 26, 2024, the Company filed a new $100,000,000 universal shelf registration statement with the U.S. Securities and Exchange Commission which became effective on August 5, 2024.

On February 28, 2023, the Company entered into a purchase agreement with an institutional investor to sell up to $30,000,000 of common stock over a 36-month period. Concurrently with entering into the purchase agreement, the Company also entered into a registration rights agreement which provides the institutional investor with certain registration rights related to the shares issued under the purchase agreement.  Pursuant to the purchase agreement, the Company issued 50,891 shares of common stock to the institutional investor as an initial commitment fee valued at $279,391 fair value, and 101,781 shares of common stock were reserved for additional commitment fees to the institutional investor in accordance with the terms of the purchase agreement.

During the period February 28, 2023 through June 30, 2025, the institutional investor purchased 7,756,336 shares of common stock for proceeds of $30,000,000 and the Company issued 101,781 shares of common stock as additional commitment fee, valued at $518,265 fair value, leaving zero in reserve for additional commitment fees. During the three-month period ended June 30, 2025, pursuant to the purchase agreement, the institutional investor purchased 0 shares of common stock. During the three-month period ended June 30, 2024, pursuant to the purchase agreement, the institutional investor purchased 700,000 shares of common stock for proceeds of $2,343,250 and the Company issued 7,949 shares of common stock as additional commitment fee, valued at $28,983 fair value. During the six-month period ended June 30, 2025, pursuant to the purchase agreement, the institutional investor purchased 1,035,881 shares of common stock for proceeds of $1,486,983 and the Company issued 5,046 shares of common stock as additional commitment fee, valued at $8,029 fair value. During the six-month period ended June 30, 2024, pursuant to the purchase agreement, the institutional investor purchased 1,950,000 shares of common stock for proceeds of $7,495,600 and the Company issued 25,431 shares of common stock as additional commitment fee, valued at $105,960 fair value. As of June 30, 2025, no amounts remain available under this purchase agreement.

On March 17, 2025, the Company entered into a new purchase agreement with the same institutional investor to sell up to $30,000,000 of common stock over a 36-month period. Concurrently with entering into the purchase agreement, the Company also entered into a registration rights agreement which provides the institutional investor with certain registration rights related to the shares issued under the purchase agreement.  Pursuant to the purchase agreement, the Company issued 245,098 shares of common stock to the institutional investor as an initial commitment fee valued at $222,990 fair value, and 490,196 shares of common stock were reserved for additional commitment fees to the institutional investor in accordance with the terms of the purchase agreement.

During the three- and six-month period ended June 30, 2025, pursuant to the purchase agreement, the institutional investor purchased 650,000 shares of common stock for proceeds of $688,000 and the Company issued 11,242 shares of common stock as additional commitment fee, valued at $12,811 fair value. During July and August 2025, pursuant to the purchase agreement, the institutional investor purchased 900,000 shares of common stock for proceeds of $1,465,850 and the Company issued 23,953 shares of common stock as additional commitment fee, valued at $43,338 fair value, leaving 455,001 in reserve for additional commitment fees.

On December 9, 2022, the Company entered into a sales agreement with an investment banking company. In accordance with the terms of this sales agreement, the Company may offer and sell shares of its common stock having an aggregate offering price of up to $35,000,000 from time to time through or to the investment banking company, as sales agent or principal. Sales of shares of the Company’s common stock, if any, may be made by any method deemed to be an “at the market offering”. The sales agent is entitled to compensation under the terms of the sales agreement at a commission rate equal to 3% of the gross proceeds of the sales price of common stock that they sell.

During the three-month period ended June 30, 2025, pursuant to the sales agreement, the investment banking company sold 318,411 shares of the Company’s common stock for proceeds of $390,813 after a payment of the commission in the amount of $12,088 to the investment banking company. During the three-month period ended June 30, 2024, pursuant to the sales agreement, the investment banking company sold 50,000 shares of the Company’s common stock for proceeds of $169,430 after a payment of the commission in the amount of $5,240 to the investment banking company. During the six-month period ended June 30, 2025, pursuant to the sales agreement, the investment banking company sold 368,411 shares of the Company’s common stock for proceeds of $507,248 after a payment of the commission in the amount of $15,689 to the investment banking company. During the six-month period ended June 30, 2024, pursuant to the sales agreement, the investment banking company sold 127,150 shares of the Company’s common stock for proceeds of $499,883 after a payment of the commission in the amount of $15,461 to the investment banking company. During July and August 2025, pursuant to the sales agreement, the investment banking company sold 1,923,515 shares of the Company’s common stock for proceeds of $4,005,317 after a payment of the commission in the amount of $123,877 to the investment banking company.