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STOCKHOLDERS’ EQUITY
 12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

14. STOCKHOLDERS’ EQUITY

 

  a) Authorized Share Capital and Equity Incentive Plan

 

The Company is authorized to issue unlimited preferred shares with no par value and unlimited common shares with no par value.

 

In 2024, the equity incentive plan (the “2024 Equity Incentive Plan”) was adopted and approved and will remain in effect until July 2028, unless terminated earlier by the Company’s board of directors. Awards under the 2024 Equity Incentive Plan are available to be granted to officers, directors, employees, and consultants and in amounts and to individuals as determined by the compensation committee, in its sole discretion. The 2024 Equity Incentive Plan provides for the grants of options, warrants, restricted shares, preferred shares or restricted stock units.

 

In 2025, the shareholders approved an increase in the number of common shares reserved under the 2024 Equity Incentive Plan from 87,237 shares to 5,750,000 shares. As of December 31, 2025, three employees (including each of our executive officers) and five non-employee directors are eligible to participate in the 2024 Equity Incentive Plan.

 

  b) Share Issuances and Repurchases

 

The Company had the following common share transactions during the year ended December 31, 2025:

 

   No. of shares   Amount 
Shares issued for conversion of convertible debt   2,784,169   $16,186,143 
Shares issued for cash at the market, net of issuance costs   494,390    1,447,737 
Shares issued in the offering, net of issuance costs   87,699,328    198,449,318 
Shares issued for compensation, vested   804,445    1,795,671 
Shares issued for consulting services, vested   935,641    228,969 
Shares issued on exercise of warrants   231,920    403,061 
Repurchases of shares   (183,346)   (257,964)
Total common shares issued   92,766,547   $218,252,935 

 

The Company had the following common share transactions during the year ended December 31, 2024:

 

   No. of shares   Amount 
Shares issued for conversion of convertible debt   99,443   $11,469,407 
Shares issued for cash   59,651    2,775,616 
Shares issued for compensation   950    115,639 
Shares issued for consulting services   158    27,624 
Shares issued for business combination   5,556    295,000 
Shares issued on conversion of vested pre-funded warrants   7    530,429 
Total common shares issued   165,765   $15,213,715 

 

In November 2025, the Company’s board of directors authorized a share repurchase program (the “Repurchase Program”) under which the Company may repurchase up to $40 million of its outstanding common shares, for a period of 12 months, subject to contractual requirements. During the year ended December 31, 2025, the Company repurchased 183,346 of its common shares for an aggregate purchase price of $257,964.

 

As of December 31, 2024, the Company owed $44,214 worth of share-based compensation to a former officer of the Company which has been reflected as an obligation to issue shares in the consolidated statements of shareholders’ equity.

 

  c) Stock Options

 

The Company has adopted a stock option plan (the “Option Plan”) for its directors, officers, employees and consultants to acquire common shares of the Company. The terms and conditions of the options are determined by the board of directors. As of December 31, 2025 there were 9,293,880 shares available for future issuance and there were no options outstanding under the Option Plan. As of December 31, 2024 there were 61 options outstanding at a weighted average exercise price of $4,236, all of which were exercisable as of December 31, 2024 and cancelled during the year ended December 31, 2025.

 

 

  d) Warrants

 

The Company’s outstanding warrants as of December 31, 2025, were:

 

   No. of warrants   Weighted average
exercise price		    Expiration Date
       $     
Outstanding, December 31, 2023   3,197    2,314.07     
Granted February 21, 2024   3,712    10.00 (a), (b)  August 21, 2027
Granted April 11, 2024   2,437    10.00 (a), (b)  October 11, 2027
Granted May 22, 2024   6,016    11.00 (a), (b)  November 22, 2027
Expired July 16, 2024   (72)   30,000.00     
Outstanding, December 31, 2024   15,291    351.57     
Granted January 16, 2025   212,256    25.94    July 16, 2028
Granted March 21, 2025   47,906    17.91    September 21, 2028
Granted May 21, 2025   4,889    17.91    November 21, 2028
Granted July 21, 2025   80,354    6.74    January 21, 2029
Granted September 25, 2025   148,340    2.65    September 25, 2029
Granted October 24, 2025   2,076,763    2.41    April 24, 2029
Exercised   (260,797)   2.36     
Expired   (170)   115,372.69     
Outstanding, December 31, 2025   2,324,832    2.36     

 

  (a) The issuance of the Seventh Tranche Debenture on May 22, 2024 triggered the down-round provision, adjusting the exercise prices of the Debenture Warrants to $10.00 (Note 10).
     
  (b) On January 16, 2025, institutional investors purchased $7,700,000 of convertible debt and warrants were issued with an exercise price of $2.62 per share. The issuance of the additional tranche triggered the round down provision, adjusting the exercise price of the First, Second, Third, Fourth, Fifth, Sixth, and Seventh Tranche Debentures and First, Second, Third, Fourth, Fifth, Sixth, and Seventh Tranche Warrants to $2.62.

 

In connection with the closing of the Offering, the Company issued to the Investors the Pre-Funded Warrants exercisable for an aggregate of 6,123,837 Common Shares. The Pre-Funded Warrants were sold at an offering price of $2.3599 per Pre-Funded Warrant, which represents the per share offering price of $2.36 less the $0.0001 per share exercise price for each such Pre-Funded Warrant. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. These Pre-Funded Warrants are excluded from the foregoing table.

 

  e) Loss per Common Share

 

Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding for the periods presented. Diluted net loss per share is computed by giving effect to all potential weighted average dilutive common shares. For diluted net loss per share, the dilutive effect of outstanding awards is reflected by application of the treasury stock method and convertible securities by application of the if-converted method, as applicable.

 

The following table sets forth the computation of basic and diluted net loss per share:

 

   December 31, 2025   December 31, 2024 
Basic net loss per share:          
Numerator          
Net loss from continuing operations  $(31,994,535)  $(15,871,753)
Net loss from discontinued operations  $(1,200,671)  $(403,062)
Net loss  $(33,195,206)  $(16,274,815)
Denominator          
Basic weighted-average common shares outstanding   16,390,876    79,292 
Basic net loss per share for continuing operations  $(1.95)  $(200.17)
Basic net loss per share for discontinued operations  $(0.07)  $(5.08)
Basic net loss per share, total  $(2.03)  $(205.25)
           
Diluted net loss per share:          
Numerator          
Net loss from continuing operations  $(31,994,535)  $(15,871,753)
Net loss from discontinued operations  $(1,200,671)  $(403,062)
Net loss  $(33,195,206)  $(16,274,815)
Change in fair value of convertible debenture warrants  $(2,560,523)  $(1,890,135)
Diluted net loss  $(35,755,729)  $(18,164,950)
Denominator          
Number of shares used in basic net loss per share computation   16,390,876    79,292 
Weighted-average effect of potentially dilutive securities:          
Convertible warrants   255,649    11,757 
Diluted weighted-average common shares outstanding   16,646,525    91,049 
Diluted net loss per share for continuing operations  $(2.08)  $(195.08)
Diluted net loss per share for discontinued operations  $(0.07)  $(4.43)
Diluted net loss per share, total  $(2.15)  $(199.51)

 

 

Potentially dilutive securities that are not included in the calculation of diluted net loss per share because their effect is anti-dilutive are as follows (in common equivalent shares):

 

   December 31, 2025   December 31, 2024 
Warrants   2,324,832    15,291 
Options   -    61 
Convertible debentures   3,909,958    650,726 
Total anti-dilutive weighted average shares   6,234,790    666,078