NOTE 10. STOCK-BASED COMPENSATION

Stock Option Plan

The Company has a 2021 Equity Incentive Plan (the “2021 Plan”) with 98 million shares of common stock available to be awarded to eligible employees, directors, and consultants in the form of stock options, restricted stock, other awards, and any combination of the foregoing. 2 million shares have been awarded under the 2021 Plan as of the date of these consolidated financial statements for consulting services. As of December 31, 2025, and 2024, there were no options outstanding under the plan.

The Company’s Board of Directors and its majority shareholders approved the 2025 Equity Compensation Plan (the “2025 Plan”) effective as of July 7, 2025. The 2025 Plan authorized the granting of up to 409,500,955 shares of common stock to eligible employees, directors, and consultants in the form of stock options, restricted stock, restricted stock units (“RSUs”), other awards, and any combination of the foregoing. No securities have been issued under the 2025 Plan as of the date of these consolidated financial statements.

Non-recourse loans

In January 2020, the Company allowed its employees with vested stock options to exercise with the use of a non-recourse loan agreement for the issuance of 119,139,461 shares of common stock. These loan agreements originally had a maturity date of 48 months from the date of exercise, which was extended by one year in December 2023 to 60 months. An increase of $35 to additional paid in capital was recorded as a result of this modification. The loans carry an interest rate of 1.69%. The loans are required to be consistent with the accounting for stock options, with the exercise price of the stock option being the principal and interest due on the loan.

The fair value of the non-recourse loans as of the grant date (January 15, 2020) was determined using the Black-Scholes option pricing model. The following assumptions were used in estimating the fair value of the non-recourse loans:

The Company elected, in accordance with FASB ASC 718, to deduct the increase in the exercise price (interest) from the risk-free interest rate, resulting in no discount rate.

The original fair value of the awards was $3,236, which was expensed in 2020.

As of December 31, 2024, the Company cancelled these non-recourse loans in favor of the employees and the balance of the non-recourse loans as of December 31, 2025, and 2024, was $0.

No shares of the Company’s common stock, options to purchase shares of the Company’s common stock or restricted stock units of the Company have been issued during the years ended December 31, 2025, and 2024.