Shareholders’ Deficit

12 Months Ended

Dec. 31, 2025

Shareholders’ Deficit [Abstract]

SHAREHOLDERS’ DEFICIT

NOTE 14 – SHAREHOLDERS’ DEFICIT

Private Placements

During the year ended December 31, 2025, the Company sold 14,121 shares of common stock to two investors in two separate private placement transactions. The Company received $30,000 in proceeds from the sale. In connection with the stock sales, the Company also issued 12,121 ten-year warrants to purchase shares of common stock at an exercise price of $1.65 per shares and agreed to extend the expiration date on 11,765 warrants to purchase shares of common stock at an exercise price of $15.00 per share for an additional two years.

During the year ended December 31, 2024, the Company sold 59,772 shares of common stock to four investors in separate private placement transactions. The Company received $405,000 in proceeds from the sales. In connection with the sales, the Company also issued 25,501 five-year warrants to purchase shares of common stock at an exercise price of $17.00 per share and 4,386 five-year warrants to purchase shares of common stock at an exercise price of $16.00 per share. The Company was also obligated to issue 5,478 shares with a value of $35,134 as a stock issuance fee related to the private placement sales. Such shares were issued in 2025.

Shares issued to Consultants

During the year ended December 31, 2025, the Company issued to a consultant a ten-year stock option to purchase 75,000 shares of common stock at an exercise price of $2.20 per share for software development services provided and to be provided. The Company also issued a restricted stock unit to a consultant for 187,500 shares for business development services to be provided.

During the year ended December 31, 2024, the Company issued to a consultant a ten-year stock option to purchase 25,050 shares of common stock at an exercise price of $5.69 per share in satisfaction of common stock issuable accrued to the consultant for services provided between 2021 and 2024.

Common Stock Issuable

As of December 31, 2025 and 2024, the Company was obligated to issue the following shares:

		December 31, 2025								December 31, 2024
		Amount				Shares				Amount				Shares
Shares issuable to employees and consultants		$	49,498				9,931			$	81,632				14,305
Shares issuable to independent directors			–				–				80,000				16,327
Private placement issuable			11,851				12,121				–				–
		$	61,349				22,052			$	161,632				30,632

Stock Warrants

Transactions involving our stock warrants during the years ended December 31, 2025 and 2024 are summarized as follows:

		2025								2024
						Weighted								Weighted
						Average								Average
						Exercise								Exercise
		Number				Price				Number				Price
Outstanding at beginning of the period			1,014,932			$	16.25				774,146			$	20.48
Granted during the period			69,333			$	2.26				302,308			$	6.38
Exercised during the period			–			$	–				–			$	–
Expired during the period			(279,914	)		$	(12.61	)			(61,522	)		$	(27.84	)
Outstanding at end of the period			804,351			$	16.31				1,014,932			$	16.43

Exercisable at end of the period			804,351			$	16.31				1,014,888			$	16.43

Weighted average remaining life			4.4 years								3.6 years

The following table summarizes information about the Company’s stock warrants outstanding as of December 31, 2025:

Warrants Outstanding																Warrants Exercisable
								Weighted-
								Average				Weighted-								Weighted-
								Remaining				Average								Average
Exercise				Number				Contractual				Exercise				Number				Exercise
Prices				Outstanding				Life (years)				Price				Exercisable				Price
$	0.02 to 10.00				395,973				7.9			$	4.94				395,973			$	4.94
$	10.01 to 25.00				184,434				2.2			$	15.00				184,434			$	15.00
$	25.01 to 50.00				194,334				0.1			$	32.91				194,334			$	32.91
$	50.01 to 105.00				29,610				0.5			$	67.57				29,610			$	67.57
$	0.02 to 105.00				804,351				4.4			$	16.31				804,351			$	16.31

During the years ended December 31, 2025 and 2024, the Company issued 69,333 and 302,308 warrants, respectively, the aggregate grant date fair value of which was $87,378 and $1,046,188, respectively. There were no warrants exercised during the years ended December 31, 2025 or 2024. The fair value of the warrants was calculated using the following range of assumptions:

		2025				2024
Pricing model utilized			Binomial Lattice				Binomial Lattice
Risk free rate range			3.70% to 4.24%				3.65% to 4.69%
Expected life range (in years)			10.00 years				5.00 to 10.00 years
Volatility range			159.13% to 175.32%				139.73% to 173.25%
Dividend yield			0.00%				0.00%
Expected forfeiture			44.00%				33.00%

Equity Incentive Plans

On January 1, 2016, the Company adopted the 2016 Equity Incentive Plan (the “2016 EIP”) for the purpose of having equity awards available to allow for equity participation by its employees, consultants and non-employee directors. The 2016 EIP allowed for the issuance of up to 155,037 shares of the Company’s common stock, which may be issued in the form of stock options, stock appreciation rights, or common shares. The 2016 EIP is governed by the Board, or a committee that may be appointed by the Board in the future. The 2016 EIP expired during 2021 but allows for the prospective issuance of common shares upon vesting of stock awards or exercise of stock options granted prior to expiration of the 2016 EIP.

On September 9, 2021, the Company adopted the 2021 Equity Incentive Plan (the “2021 EIP” and, together with the 2016 EIP, the “EIPs”) for the purpose of having equity awards available to allow for equity participation by its employees, consultants and non-employee directors. The 2021 EIP allows for the issuance of up to 200,000 shares of the Company’s common stock, which may be issued in the form of stock options, stock appreciation rights, or common shares. The 2021 EIP is governed by the Board, or a committee that may be appointed by the Board in the future.

Amounts recognized in the financial statements with respect to the EIPs in the years ended December 31, 2025 and 2024 were as follows:

		Year Ended December 31,
		2025				2024
Total cost of share-based payment plans during the period		$	158,625			$	153,186
Amounts capitalized in deferred equity compensation during period		$	–			$	–
Amounts written off from deferred equity compensation during period		$	–			$	57,147
Amounts charged against income for amounts previously capitalized		$	–			$	–
Amounts charged against income, before income tax benefit		$	158,625			$	210,333
Amount of related income tax benefit recognized in income		$	–			$	–

Stock Options

Stock options granted under the EIPs typically vest over a period of three to four years or based on achievement of Company and individual performance goals. The following table summarizes stock option activity as of and for the years ended December 31, 2025 and 2024:

		2025								2024
						Weighted								Weighted
						Average								Average
						Exercise								Exercise
Stock options		Number				Price				Number				Price
Outstanding at beginning of period			61,579			$	6.94				50,937			$	15.57
Granted during the period			75,000			$	2.20				48,055			$	5.84
Exercised during the period			–			$	–				–			$	–
Forfeited during the period			(788	)		$	(17.33	)			(37,413	)		$	(17.48	)
Outstanding at end of period			135,791			$	4.26				61,579			$	6.94

Options exercisable at period-end			102,791			$	4.60				48,074			$	6.94

As of December 31, 2025, there was $50,151 of total unrecognized compensation cost related to options granted under the EIPs. That cost is expected to be recognized over a weighted-average period of 0.5 years.

The weighted-average grant-date fair value of options granted during the years ended December 31, 2025 and 2024 was $1.53 and $4.00, respectively. The total fair value of options vested during the years ended December 31, 2025 and 2024 was $105,074 and $153,542, respectively. No options were exercised during the years ended December 31, 2025 or 2024. Stock based compensation expense related to stock options was $98,752 and $77,860 in the years ended December 31, 2025 and 2024, respectively.

The fair value of each stock option award is estimated on the date of grant using a binomial lattice option-pricing model based on the assumptions noted in the following table. The Company’s accounting policy is to estimate forfeitures in determining the amount of total compensation cost to record each period. The fair value of options granted for the years ended December 31, 2025 and 2024 was calculated using the following range of assumptions:

		2025				2024
Pricing model utilized			Binomial Lattice				Binomial Lattice
Risk free rate range			4.26%				4.20% to 4.23%
Expected life range (in years)			10.00 years				10.00 years
Volatility range			172.20%				173.09% to 173.25%
Dividend yield			0.00%				0.00%
Expected forfeiture			30.00%				30.00%

The following table summarizes the status and activity of nonvested options issued pursuant to the EIPs as of and for the years ended December 31, 2025 and 2024:

		2025								2024
						Weighted								Weighted
						Average								Average
						Grant Date								Grant Date
Stock options		Shares				Fair Value				Shares				Fair Value
Nonvested options at beginning of period			13,500			$	4.75				10,731			$	6.14
Granted			75,000			$	1.53				48,049			$	4.09
Vested			(55,500	)		$	(1.89	)			(37,322	)		$	(4.11	)
Forfeited			–			$	–				(7,958	)		$	(5.62	)
Nonvested options at end of period			33,000			$	2.23				13,500			$	4.75

Stock Grants

Stock grant awards made under the EIPs typically vest either immediately or over a period of up to four years. The following table summarizes stock grant activity as of and for the years ended December 31, 2025 and 2024:

		2025								2024
						Weighted								Weighted
						Average								Average
						Grant Date								Grant Date
Stock Grants		Shares				Fair Value				Shares				Fair Value
Nonvested grants at beginning of period			–			$	–				14,845			$	5.19
Granted			369,541			$	1.43				–			$	–
Vested			(23,291	)		$	(1.47	)			(12,295	)		$	(4.93	)
Forfeited			–			$	–				(2,550	)		$	(6.43	)
Nonvested grants at end of period			346,250			$	1.43				–			$	–

As of December 31, 2025, there was $337,252 of total unrecognized compensation cost related to stock grants made under the EIPs. The aggregate fair value of share grants that vested during the years ended December 31, 2025 and 2024 was $34,238 and $60,588, respectively. Stock based compensation expense related to stock grants was $53,776 and $3,788 in the years ended December 31, 2025 and 2024, respectively.

The fair value of each stock grant is calculated using the closing sale price of the Company’s common stock on the date of grant. The Company’s accounting policy is to estimate forfeitures in determining the amount of total compensation cost to record each period.