NOTE 5: STOCK-BASED COMPENSATION

The Company has an equity incentive plan for grants to employees, officers, consultants, directors, and other service providers that was approved in 2021 (the “2021 Plan”). The 2021 Plan provides for the grant of non-qualified stock options, incentive stock options, restricted stock awards, restricted stock units, unrestricted stock awards, stock appreciation rights and other forms of stock-based compensation. The 2021 Plan permits the Company’s board to change the type, terms, and conditions of awards as circumstances may change. This flexibility to adjust the type of compensation to be granted is particularly important given current economic and world events.

A summary of the stock option activity during the period ended December 31, 2025, is presented in the table below:

SCHEDULE OF STOCK OPTION ACTIVITY 

In addition, on December 22, 2025, in connection with the Investment Transaction with David E. Lazar, see Note 6(e), the Company entered into employment modification agreements (the “Modification Agreements”) with its executive officers. Pursuant to the Modification Agreements, the executive officers agreed to reduce the notice period for termination for any reason to 10 days and waive the severance benefits under their original employment agreements in exchange for a combination of an equity settlement payment in lieu of cash payable in 350,000 shares of common stock, based on $2.03 per share, and a cash payment of approximately $3.50 million.

The following table summarizes the total stock-based compensation expense included in the consolidated statements of operations for the periods presented:

 SCHEDULE OF STOCK BASED COMPENSATION EXPENSES

As of December 31, 2025, total compensation cost not yet recognized related to unvested stock options was approximately $0.26 million, which is expected to be recognized over a weighted-average period of approximately 1.2 years.

The Company estimates the fair value of stock options on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires estimates of highly subjective assumptions, which affect the fair value of each stock option. The weighted average inputs used to measure the value of the options granted during the years ended December 31, 2025 and 2024 are presented in the table below. The weighted average fair value of stock options issued during the years ended December 31, 2025 and 2024 was $6.72 and $36.68 per share, respectively.

 SCHEDULE OF WEIGHTED AVERAGE INPUTS USED TO MEASURE VALUE OF OPTIONS GRANTED

The following table presents the exercise price of outstanding stock options as of December 31, 2025:

 SCHEDULE OF EXERCISE PRICE OF OUTSTANDING STOCK OPTIONS