NOTE 7 – STOCKHOLDERS’ EQUITY

Holders of shares of Common stock shall be entitled to cast one vote for each share held at all stockholders’ meetings for all purposes, including the election of directors. The Common Stock does not have cumulative voting rights. No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock of any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend. The Company has yet to designate any rights, preferences and privileges for any of its authorized Preferred Stock.

During the year ended December 31, 2025, the Company had the following transactions to its shares of common stock:

During the year ended December 31, 2024, the Company had the following transactions associated to its shares of common stock:

Warrants

Warrant activity for the years ending December 31, 2025 and 2024 is as follows:

 SCHEDULE OF WARRANT ACTIVITY

There are also 500,000 unvested warrants that vest subject to certain conditions.

As of December 31, 2025, outstanding warrants have a weighted average remaining life of 2.83 years.

During the year ended December 31, 2025, the Company issued 266,000 warrants for services having a fair value of $25,124 and 250,000 warrants for debt-related interest and financing costs having a fair value of $24,477.

During the year ended December 31, 2024, the Company issued 303,500 warrants for services having a fair value of $23,820 and 180,000 warrants for debt-related interest and financing costs having a fair value of $12,450. The Company also cancelled 350,000 warrants and recognized a loss of $29,991 on the cancellation. In addition, a total of 1,250,000 warrants were issued in exchange for the same number of stock options that were granted in prior years.

Stock Options:

In 2021, the Company adopted the 2021 Employee, Director Stock Plan (the “2021 Plan”) to provide the Corporation with share-related mechanisms to attract and retain persons eligible to participate in the 2021 Plan, motivate Participants to achieve long-term Company goals, and further align holders’ interests with those of the Company’s other stockholders. The Plan was approved by the Corporation’s shareholders on June 2, 2021. The Plan allows for grants of restricted stock, stock options and other forms of incentive compensation to our officers, employees, directors and consultants. Under the terms of the Plan, the aggregate maximum number of shares that may be issued pursuant to awards granted under the Plan cannot 15% of the Company’s issued and outstanding common stock on a fully diluted basis. Shares delivered under the Plan will be from authorized but unissued shares of the Company.

Stock option activity for the years ending December 31, 2025, and 2024 is as follows:

 SCHEDULE OF OPTION ACTIVITY

During the years ended December 31, 2025, and 2024, the Company recognized share-based compensation expense from options of $956,610 (general and administrative expense of $349,773 and research and development expense of $606,837) and $1,649,555 (general and administrative expense of $535,395 and research and development expense of $1,114,160), respectively.

The weighted average remaining life of outstanding and vested options is 6.5 years and 6.1 years, respectively. At December 31, 2025, outstanding vested options had an intrinsic value of $2,997,682, and the total intrinsic value of all options is $5,757,895.

At December 31, 2025, remaining compensation to be recognized as future vesting of stock options is approximately $5.3 million of which approximately $0.3 million will vest over the next year, $0.1 million will vest in subsequent years, and approximately $4.9 million will vest upon the achievement of performance milestone criteria.

During the year ended December 31, 2025, the Company granted 12,774,470 options with a fair value of $1,130,723. All options granted in 2025 had terms ranging from five to ten years. The 2025 option grants had exercise prices ranging from $0.11 to $0.13.

During the year ended December 31, 2024, the Company granted 29,166,571 options with a fair value of $2,851,422 under the 2021 Plan. All options granted in 2024 had terms ranging from 5 five to ten years except for 1,158,334 options which had a term of 0.25 years. The 2024 option grants had exercise prices ranging from $0.11 to $0.12.

Fair Value of Warrants and Stock Options issued:

The following ranges of assumptions were used in calculations of the Black-Scholes option pricing models for option and warrant-based stock compensation issued in the years ended December 31, 2025 and December 31, 2024:

  SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODELS FOR WARRANT-BASED STOCK COMPENSATION