Stockholders’ Equity

6 Months Ended

Jun. 30, 2025

Stockholders’ Equity [Abstract]

Stockholders’ Equity

Note 7. Stockholders’ Equity

Authorized Shares

The Company has 45,000,000 Common shares and 900,000 Series A convertible preferred shares authorized with a par value of $0.001 per share.

As of June 30, 2025, the combined total of common shares outstanding and common stock equivalents outstanding exceeds the Company’s total number of shares authorized. However, certain of the common stock equivalents are subject to contractual restrictions that currently prevent their exercise until and unless other warrant classes have first been exercised. Pursuant to ASC 815-40, “Contracts in Entity’s Own Equity” these restrictions are considered to be substantive. When these warrants are excluded, the remaining common stock equivalents do not exceed the authorized share limit and therefore do not require derivative liability classification.

Common Stock

Issuance of Shares for Legal Settlements

On March 14, 2025, the Company issued 191,250 shares of common stock valued at $148,410 or $0.78 per share as partial fulfillment its obligation under a previous legal settlement.

On May 1, 2025, the Company issued 230,000 shares of common stock valued at $138,000 or $0.60 per share as partial fulfillment its obligation under a previous legal settlement.

On May 21, 2025, the Company issued 180,000 shares of common stock valued at $75,600 or $0.42 per share as partial fulfillment its obligation under a previous legal settlement.

See Note 6. Commitments and Contingencies for further information on these issuances.

Issuance of Shares for Note Conversions

Between February 3, 2025 and February 27, 2025, the Company issued an aggregate 54,980 shares of common stock for the conversion of an aggregate $40,000 in principal and $7,283 in interest due under the Company’s senior secured convertible notes.

Between April 2, 2025 and June 17, 2025, the Company issued an aggregate 3,904,803 shares of common stock for the conversion of an aggregate $1,386,071 in principal and $162,768 in interest due under the Company’s senior secured convertible notes.

Warrants issued in conjunction with loans payable

On January 21, 2025, the Company issued warrants to purchase an aggregate 7,256,364 shares of the Company’s common stock at exercise prices ranging from $1.25 to $1.65 per share in conjunction with a convertible note issuance, see Note 4. Debt. The warrants were valued at $11,422,792 using the Black-Scholes pricing model. The Company has recognized $1,186,579 of this value as a discount to the associated notes.

The Company has classified the warrants as having Level 2 inputs, and has used the Black-Scholes option-pricing model to value the warrants.

The fair values at the commitment date for the warrants were based upon the following management assumptions as of the date of issuance:

		Issuance date
Risk-free interest rate			4.40	%
Expected dividend yield			-	%
Expected volatility			148	%
Term			5 years
Fair value of common stock		$	1.83

Stock Incentive Plan

The number of shares of the Company’s common stock that are issuable pursuant to warrant and stock option grants with time-based vesting as of and for the six months ended June 30, 2025 were:

		Warrant Grants								Stock Option Grants								Restricted Stock Units
		Number of shares subject to warrants				Weighted- average exercise price per share				Number of shares subject to options				Weighted- average exercise price per share				Number of shares subject to restricted stock units
Balance at December 31, 2024			8,915,798			$	0.92				-			$	-				122,274
Granted			34,992,009				0.41				-				-				-
Exercised			-				-				-				-				-
Cancelled/Expired			-				-				-				-				-
Balance at June 30, 2025			43,907,807			$	0.41				-			$	-				122,274
Exercisable at June 30, 2025			29,027,608			$	0.41				-			$	-				122,274

The number of shares of the Company’s common stock that are issuable pursuant to warrant and stock option grants with time-based vesting as of and for the six months ended June 30, 2024 were:

		Warrant Grants								Stock Option Grants								Restricted Stock Units
		Number of shares subject to warrants				Weighted- average exercise price per share				Number of shares subject to options				Weighted- average exercise price per share				Number of shares subject to restricted stock units
Balance at December 31, 2023			11,394			$	58.72				3,333			$	39.60				165,663
Granted			-				-				-				-				88,362
Exercised			-				-				-				-				(90,029	)
Cancelled/Expired			(2,293	)			53.64				-				-				-
Balance at June 30, 2024			9,101			$	60.00				3,333			$	39.60				163,996
Exercisable at June 30, 2024			9,101			$	60.00				3,333			$	39.60				163,996

The Company’s outstanding warrants at June 30, 2025 are as follows:

Warrants Outstanding														Warrants Exercisable
Exercise Price Range		Number Outstanding				Weighted Average Remaining Contractual Life (in years)				Weighted Average Exercise Price				Number Exercisable		Weighted Average Exercise Price				Intrinsic Value
$0.35 - $60.00			43,907,807				4.31			$	0.41			29,027,608		$	0.41				1,206,830

As of June 30, 2025 and December 31, 2024, there was no unrecognized expense for unvested stock options and restricted stock awards.

The Company’s outstanding warrants and options at June 30, 2024 are as follows:

Warrants Outstanding																Warrants Exercisable
Exercise Price Range				Number Outstanding				Weighted Average Remaining Contractual Life (in years)				Weighted Average Exercise Price				Number Exercisable				Weighted Average Exercise Price				Intrinsic Value
$	60.00				9,101				1.51			$	60.00				9,101			$	60.00				-

Options Outstanding																Options Exercisable
Exercise Price Range				Number Outstanding				Weighted Average Remaining Contractual Life (in years)				Weighted Average Exercise Price				Number Exercisable				Weighted Average Exercise Price				Intrinsic Value
$	39.60				3,333				0.41			$	39.60				3,333			$	39.60				-