NOTE 14 – WARRANTS AND OPTIONS

On October 23, 2024, the Company issued 2,280 shares of common stock and 19,440 pre-funded warrants as settlement of a RIP originating during 2024. In connection with the settlement, the Company recognized a loss on debt extinguishment totaling approximately $722,000. Refer to Note 10 – Notes Payable – Working Capital , for additional information regarding the settlement of debt liabilities through the issuances of Series D Preferred Stock, common stock, pre-funded warrants and convertible notes during the year ended December 31, 2024. Subsequent to the settlement, the holder exercised 8,033 pre-funded warrants into common stock during the year ended December 31, 2024.

On September 2, 2025, the company issued 59,160 pre-funded common stock purchase warrants as part of a Minority Membership Interest Purchase Agreement. Subsequent to the issuance, the holder exercised 59,160 pre-funded warrants into common stock during the year ended December 31, 2025.

On September 10, 2025 the Company entered into an exchange agreement with Streeterville, whereby the Company issued a two-year warrant to purchase 225,000 shares of the Company’s Series D Convertible Preferred Stock at $7.50 per share. Refer to Note 10 for further information regarding the exchange agreement.

As of December 31, 2025, there were 1,125,076 warrants issued and outstanding to acquire additional shares of common stock. As of December 31, 2024, there were 2 warrants issued and outstanding to acquire additional shares of common stock.

The Company evaluates outstanding warrants as derivative liabilities and will recognize any changes in the fair value through earnings. The Company determined that the warrants have an immaterial fair value at December 31, 2025 and 2024. The warrants do not trade in a highly active securities market, and as such, the Company estimated the fair value of these common stock equivalents using Black-Scholes and the following assumptions:

Expected volatility was based primarily on historical volatility. Historical volatility was computed using daily pricing observations for recent periods. The Company believes this method produced an estimate that was representative of the Company’s expectations of future volatility over the expected term which due to their maturity period as expiry, it was three years. The Company had no reason to believe future volatility over the expected remaining life of these common stock equivalents was likely to differ materially from historical volatility. Expected life was based on three years due to the expiry of maturity. The risk-free rate was based on the U.S. Treasury rate that corresponded to the expected term of the common stock equivalents.

 SCHEDULE OF FAIR VALUE MEASUREMENT 

Stock Purchase Warrants

The following table summarizes all warrant activity for the years ended December 31, 2025 and 2024.

 SCHEDULE OF WARRANT ACTIVITY