Note 11 – Warrants

Equity Classified Warrants

As disclosed in Note 9, the Series F Agreement with Alpha includes 100% warrant coverage. Therefore, anytime we receive an investor notice to purchase Series F Convertible Preferred Stock, we also issue Series F Warrants. 

As disclosed in Notes 8 and 9 above, we issued Series A and B Warrants in the October 2024 Offering that were deemed to be derivative liabilities at issuance. As of December 31, 2024, the fair value of the Series A and B Warrants was classified and presented within long-term liabilities. As of December 31, 2025, the fair value of the Series A Warrants remain liability classified.  In connection with the Series B Amendment (see Note 8), the total Series B warrants outstanding at the time of the Series B Amendment were reclassified from warrant liabilities to equity classified liabilities. As of December 31, 2025, 12,960 Series B warrants remain outstanding and exercisable with an exercise price of $0.8294 which are included in the table below. 

All the Warrants contain a beneficial ownership limitation, such that none of such Warrants may be exercised, if, at the time of such exercise, the holder would become the beneficial owner of more than 4.99% or 9.99%, as determined by the holder, of the Company’s outstanding shares of Common Stock following the exercise of such Warrant (the “Beneficial Ownership Limitation”).

A summary of activity related to warrants, classified within stockholders’ equity (deficit) for the years presented is as follows:

As of December 31, 2025, the intrinsic value of the warrants was nil based on the market price of our stock at December 31, 2025 and the warrant exercise price.

A summary of activity related to the Series A, classified as liabilities for the years ended December 31, 2025 and 2024, and the Series B warrants, classified as liabilities, for the year ended  December 31, 2024 is as follows: