NOTE 13 – STOCKHOLDERS’ EQUITY (DEFICIT)

Common Stock

As of December 31, 2025 and 2024, the Company was authorized to issue 250,000,000 shares of Common Stock and had shares issued and outstanding of 1,781,738 and 696,969, respectively.

In July 2025, certain Common Stock Warrants (as defined below) were exercised for an aggregate of 298,000 shares of Common Stock, resulting in proceeds to the Company of $1,000,000.

In May 2025, the Company sold 479,621 shares of its Common Stock at prices ranging from $3.36 to $4.09 (with an average price of $4.08) per share through an at-the-market equity offering facility (the “ATM Financing”). Gross proceeds from the sale of Common Stock under the ATM Financing totaled $1,959,140, prior to deducting fees of $58,774 paid to the sales agent, Brookline Capital Markets, a division of Arcadia Securities, LLC ("Brookline"), and other offering expenses of $140,500 payable by the Company. A member of the Board is a managing partner of Brookline.

Upon the Elevai Closing, the Elevai Consideration included 38,308 shares of Common Stock and 3,927 additional shares of Common Stock to be withheld by the Company for 12 months after the Elevai Closing to secure the indemnification obligations of the Seller and the Parent under the Asset Purchase Agreement. These shares had fair values of $660,805 and $67,742, respectively. The withheld shares are disclosed as consideration payable on the consolidated balance sheet as of December 31, 2025.

On January 2, 2025, the Company sold and issued (i) an aggregate of 268,840 shares of Common Stock at an offering price of $6.90 per share, and (ii) warrants to purchase up to an aggregate of 268,840 shares of Common Stock at an exercise price of $6.90 (the “Common Stock Warrants”) in a private placement (the “2025 Private Placement”). The aggregate gross proceeds from the 2025 Private Placement were approximately $1,851,849. In conjunction with the 2025 Private Placement, the Company paid $127,925 in fees and $60,000 in legal costs to Brookline. A total of $214,239 of costs was recorded as a reduction of the gross proceeds received.

The Common Stock Warrants have a five-year term and became exercisable upon stockholder approval, which occurred in March 2025. The Common Stock Warrants also contain certain provisions that, in the event of a stock split, result in the exercise price and number of shares of Common Stock issuable upon exercise of such warrants being subject to a proportionate adjustment, as well as a down-round provision. In connection with the closing of the 2025 Private Placement, the Company issued a warrant to purchase an aggregate of 18,541 shares of Common Stock to Brookline (the “Placement Agent Warrant”). The Placement Agent Warrant had an exercise price of $6.90 and a term of five years and became exercisable six months after issuance. The Placement Agent Warrant contains the same terms as the Common Stock Warrants regarding the adjustment in the event of a stock split and the down-round provision. The fair value of the Placement Agent Warrant at issuance was approximately $311,000.

Upon the Reverse Stock Split, the adjustment provision for the Common Stock Warrants and Placement Agent Warrant was triggered. As a result, the total shares issuable on exercise of the Common Stock Warrants and Placement Agent Warrant increased to 473,220 and 32,643, respectively, and the exercise price of each was reduced to $3.92. The incremental consideration for the Placement Agent Warrant related to such adjustment was approximately $26,000. As a result of shares sold as part of the ATM Financing, the adjustment provision on the Common Stock Warrants and the Placement Agent Warrant was triggered. As a result, the exercise price of such warrants was reduced to $3.36, and the total shares issuable on exercise of the Common Stock Warrants and the Placement Agent Warrant increased to 552,798 and 38,131, respectively. The incremental consideration for the Placement Agent Warrant related to such adjustment was approximately $6,000.

In April 2024, the Company entered into a securities purchase agreement with certain investors for the sale of an aggregate of 44,382 shares of Common Stock for gross proceeds of $3,000,950 (the “2024 Private Placement”). On the closing date of the 2024 Private Placement, the Company issued a warrant for 2,993 shares of Common Stock to the placement agent, Brookline. This warrant has an exercise price of $84.38 and a term of five years. The fair value of the warrant at the time of issuance was $129,495. In conjunction with the 2024 Private Placement, the Company paid $212,212 in fees and $39,276 in legal costs to Brookline. A total of $313,725 of costs was recorded as a reduction of the gross proceeds received.

In conjunction with the AxoBio Disposition in March 2024, the Closing Share Consideration (as defined in Note 16), including 128,178 shares of Common Stock issued for the AxoBio Acquisition, was returned to the Company and cancelled.

Series A Voting Convertible Preferred Stock

Pursuant to the Company’s certificate of incorporation, as amended, it is authorized to issue 20,000,000 shares of preferred stock. In connection with the purchase of AxoBio, the Company issued 4,243 shares of Series A Preferred Stock (as defined in Note 16) to former stockholders of AxoBio as part of the Closing Share Consideration. In conjunction with the AxoBio Disposition in March 2024, such shares were returned to the Company and were cancelled.

2023 Long-Term Incentive Plan

In July 2023, the stockholders of the Company approved the 2023 Long-Term Incentive Plan (the “2023 Plan”), which replaced the Amended and Restated 2009 Stock Incentive Plan (the “2009 Plan”). No new awards are being made under the 2009 Plan. Under the 2023 Plan, the Board may grant awards of stock options, stock appreciation rights, restricted stock, restricted stock units, or other stock-based awards to employees and other recipients as determined by the Board. The exercise price per share for an option granted to employees owning stock representing more than 10% of the Company at the time of the grant cannot be less than 110% of the fair market value. Incentive and non-qualified stock options granted to all persons shall be granted at a price no less than 100% of the fair market value and any price determined by the Board. Options expire no more than ten years after the date of the grant. Incentive stock options to employees owning more than 10% of the Company expire no more than five years after the date of grant. The vesting of stock options is determined by the Board. Generally, the options vest over a four-year period at a rate of 25% one year following the date of grant, with the remaining shares vesting equally on a monthly basis over the subsequent thirty-six months.

The initial maximum number of shares of Common Stock that may be issued under the 2023 Plan through incentive stock options was 34,880, which automatically increases on January 1 of each year for a period commencing on January 1, 2024, and ending on and including January 1, 2032, by an amount equal to the lesser of 50,000 shares, 4% of the outstanding shares of Common Stock determined on a fully diluted basis as of the immediately preceding year-end, or such smaller number of shares as determined by the Board or the compensation committee of the Board. In addition, the following shares will be added (or added back) to the shares available for issuance under the 2023 Plan:

Shares of Common Stock issued through the assumption or substitution of awards in connection with a future acquisition of another entity will not reduce the shares available for issuance under the 2023 Plan.

Warrants Outstanding

Option Outstanding

The Company recorded stock-based compensation expense for options of $692,790 and $827,043 for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, there was approximately $1,177,542 of total unrecognized compensation expense related to unvested stock options, which will be recognized over the weighted average remaining vesting period of 2.14 years.