v3.26.1
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS
12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS

NOTE 8OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS

 

Streamex Corp.

 

2023 Long-Term Incentive Plan

 

Stockholders approved the Third Amendment to the Company’s 2023 Long-Term Incentive Plan on September 5, 2025, increasing the total number of shares authorized for issuance under the plan by 10,359,211 shares, from 4,376,595 shares to 14,735,806 shares.

 

Stockholders approved the Fourth Amendment to the Company’s 2023 Long-Term Incentive Plan on December 30, 2025, increasing the total number of shares authorized for issuance under the plan by 22,494,324 shares, from 14,735,806 shares to 37,230,130 shares.

 

As of December 31, 2025, there were 26,247,506 shares available under the 2023 Long-Term Incentive Plan.

 

Options

 

Option valuation models require the input of assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from historical stock prices of the Company. The Company estimates the expected life of stock options granted to non-employees based on the contractual term of the options.

 

For employees, the Company accounts for the expected life of options in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options.

 

The following table presents information related to stock options as of December 31, 2025:

 

Options Outstanding   Options Exercisable 
        Weighted Average   Exercisable 
Exercise   Number of   Remaining Life   Number of 
Price   Options   In Years   Options 
$ Under 9.99    2,715,000    8.7    2,715,000 
  10.00-19.99    15,000    7.4    15,000 
  20.00-49.99    3,000    3.2    3,000 
  50.00-69.99    3,000    4.0    3,000 
       2,736,000    8.7    2,736,000 

 

A summary of the stock option activity and related information for the Plan for the years ended December 31, 2025 and 2024 is as follows:

 

   Shares  

Weighted

Average

Exercise Price

  

Weighted

Average Remaining

Contractual Term

  

Aggregate

Intrinsic Value

 
Outstanding as of January 1, 2024   603,229   $25.67    6.7   $- 
Issued   2,400,000   $0.45        $- 
Forfeited/expired   (488,029)  $28.97         - 
Outstanding as of December 31, 2024   2,515,200   $0.96    9.6   $2,501,040 
Issued   250,000   $0.84    9.3   $- 
Forfeited/expired   (29,200)  $17.34    -    - 
Outstanding at December 31, 2025   2,736,000   $0.78    8.7   $6,744,540 
Exercisable at December 31, 2025   2,736,000   $0.78    8.7   $6,744,540 

 

 

The aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on options with an exercise price less than the stock price of the Company of $3.03 as of December 31, 2025, which would have been received by the option holders had those option holders exercised their options as of that date.

 

During the year ended December 31, 2024, the Company granted an aggregate of 2,400,000 options to purchase the Company’s common stock at a weighted average exercise price of $0.45 per share for a term of ten years, with vesting for three years from the date of grant.

 

During the year ended December 31, 2025, the Company granted an aggregate of 250,000 options to purchase the Company’s common stock at a weighted average exercise price of $0.84 per share for a term of ten years, with vesting for three years from the date of grant.

 

Stock based compensation expense related to stock options recognized during the years ended December 31, 2025 and 2024, was $1.1 million and $700, respectively, which is presented within General and administrative expenses in the Consolidated Statements of Operations. As of December 31, 2025, there was no unrecognized compensation expense related to stock options.

 

On May 23, 2025, in connection with the Company’s acquisition of Streamex Exchange, the Company entered into an amendment to the Executive Employment Agreement with the Company’s former Chief Executive Officer and Chairman of the Board. Pursuant to the amendment, all previously granted equity awards to the former Chief Executive Officer and Chairman of the Board including vested and unvested stock options were accelerated and deemed fully vested and nonforfeitable as of May 28, 2025. In addition, the post-resignation exercise period for all vested options was extended to the later of the original expiration date or 36 months following the transaction closing.

 

As a result of this modification, the Company recognized incremental stock-based compensation expense of $451 during the year ended December 31, 2025, which is included in the total stock based compensation expense disclosed above. No unrecognized compensation expense remains related to the former Chief Executive Officer’s equity awards as of December 31, 2025.

 

During the year ended December 31, 2025, the Company granted options to purchase shares of its common stock, which were valued using the Black-Scholes option pricing model. The following assumptions were used to calculate the fair value of the options granted during the years ended December 31, 2025, and 2024:

 

Assumption  2025   2024 
Weighted average grant date fair value  $0.80   $0.40 
Expected volatility   122.43%   135.60%
Risk-free interest rate   4.32%   3.50%
Expected dividend yield   0.00%   0.00%
Expected Term (in years)   10.0    5.5 

 

 

Warrants

 

The following table summarizes information with respect to outstanding warrants to purchase common stock of Streamex Corp. as of December 31, 2025:

 

Exercise Price   Number of Warrants   Expiration Date
$0.3000    11,982   Nov-29
 0.9547    665,900   Sep-28
 3.3640    117,828   Jul-29
 4.0660    25,000   Nov-32
 4.4550    107,483   Jun-28
 4.6626    5,580   Apr-29
 4.9252    49,550   Mar-29
 4.9290    71,593   Mar-29
 5.1358    99,243   Jul-28
 7.1810    83,270   Jul-28
 7.5020    9,846   Jul-28
 7.9630    21,369   Aug-28
 9.0000    21,709   Jun-27
 9.5960    84,390   Jan-29
 10.0992    19,118   Aug-28
 10.2600    51,705   Sep-28
 10.4678    84,296   Sep-28
 11.3000    40,417   Oct-28
 13.2800    96,198   Nov-28
 48.0000    12,500   Jul-26
 61.6000    56,892   Nov-27
      1,735,869    

 

On October 17, 2024, the Company’s board of directors agreed to amend the existing 391,703 warrants that were issued under the Securities Purchase Agreement dated May 1, 2024 with an exercise price of $1.398. Per the amendment the Company agreed to reduce the exercise price of the warrants to $0.30. The Company recognized $15,102 modification expense related to the modifications during the year ended December 31, 2024. During the year ended December 31, 2024, the Company issued 42,833 shares of its common stock upon cashless exercise of warrants to purchase an aggregate of 51,352 shares of common stock, pursuant to the formula set forth in such warrants.

 

During the year ended December 31, 2024, the Company issued warrants to purchase an aggregate of 2,202,697 shares of its common stock to investors at an average exercise price of $2.00 per share.

 

During the year ended December 31, 2025, the Company issued warrants to purchase an aggregate of 758,514 shares of its common stock to investors at an exercise price of $0.9547 per share.

 

During the year ended December 31, 2025, the Company issued 1,644,743 shares of its common stock upon cashless exercise of 2,357,377 warrants to purchase shares of common stock, pursuant to the formula set forth in such warrants.

 

Fundamental Transaction cash settlement and repurchase of warrants

 

Certain of the Company’s outstanding common stock purchase warrants contain provisions that, upon the occurrence of a board-approved “Fundamental Transaction” (as defined in the applicable warrant agreements), provide the holder with the right to require the Company (or a successor entity) to repurchase the warrant for cash equal to its Black-Scholes value.

 

Upon the occurrence of such Fundamental Transaction and the cash-settlement feature becoming operative, the affected warrants no longer meet the criteria for equity classification under ASC 815-40 and are reclassified to liability-classified derivative instruments and measured at fair value, with subsequent changes in fair value recognized in earnings through settlement.

 

In connection with the Streamex Exchange transaction, which constituted a Fundamental Transaction, all holders of the affected warrants that remained outstanding at the time of the Fundamental Transaction elected cash settlement, and the Company repurchased an aggregate of 678,778 warrants for approximately $8.0 million in cash during the fourth quarter of 2025. For an overview of the Company’s derivative financial instruments and related disclosures required by ASC 815, see Note 17, Derivative Financial Instruments and Hedging Activities.

 

 

A summary of the warrant activity for the years ended December 31, 2025 and 2024 is as follows:

 

   Shares  

Weighted

Average

Exercise

Price

  

Weighted

Average

Remaining

Contractual

Term

  

Aggregate

Intrinsic

Value

 
Outstanding as of January 1, 2024   2,748,371   $7.40    3.7   $1,717 
Issued   2,202,697   $2.00    5.0    - 
Exercised   (51,352)  $0.30    -    - 
Outstanding as of December 31, 2024   4,899,716   $4.88    3.5   $405 
Issued   758,514   $0.95    3.0    - 
Forfeited/expired   (886,206)  $41.32    -    - 
Repurchased for cash (Fundamental Transaction election)   (678,778)  $2.07    -    - 
Exercised   (2,357,377)  $2.41    -    - 
Outstanding at December 31, 2025   1,735,869   $6.94    2.8   $1,415 
Vested and expected to vest at December 31, 2025   1,735,869   $6.94    2.8   $1,415 
Exercisable at December 31, 2025   1,735,869   $6.94    2.8   $1,415 

 

The aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on warrants with an exercise price less than the company’s stock price of $3.03 as of December 31, 2025, which would have been received by the warrant holders had those warrants holders exercised their warrants as of that date.

 

Restricted Stock Units and Restricted Stock Awards

 

Restricted stock units (“RSUs”) represent the right to receive shares of the Company’s common stock in the future and do not represent issued and outstanding shares of common stock until they vest and are settled. The Company measures the grant-date fair value of RSU awards based on the closing price of the Company’s common stock on the grant date and recognizes stock-based compensation expense over the requisite service period.

 

Restricted stock awards (“RSAs”) are awards of shares of the Company’s common stock that are issued on the grant date and are generally subject to transfer restrictions and, in certain cases, vesting restrictions and forfeiture provisions. The Company recognizes stock-based compensation expense for RSAs over the requisite service period when the awards are subject to continued service-based vesting. RSAs that are fully vested on the grant date are recognized as stock-based compensation expense on the grant date. RSA activity is reflected in the table below within “Granted” and, for awards that vest immediately, within “Vested and issued” in the same period.

 

The following table summarizes the restricted stock activity for the years ended December 31, 2025 and 2024:

 

Restricted shares issued as of January 1, 2024   163,250 
Granted   4,605,000 
Vested and issued   (3,075,659)
Forfeited   (306,752)
Restricted shares issued as of December 31, 2024   1,385,839 
Granted   19,373,980 
Vested and issued   (18,658,156)
Forfeited   (64,163)
Restricted shares issued as of December 31, 2025   2,037,500 
Comprised of:     
Vested restricted shares as of December 31, 2025   - 
Unvested restricted shares as of December 31, 2025   2,037,500 

 

During the year ended December 31, 2025, the Company granted an aggregate of 2,450,000 RSUs and 16,923,980 RSAs for shares of its commons stock to various third-party consultants and employees with an aggregate grant-date fair value of approximately $56.0 million. These RSUs and RSAs were granted at fair value on the grant date and the following grants issued during the year ended December 31, 2025 are included in the $52.0 million.

 

On May 29, 2025, the Company’s Chief Investment Officer was granted 1,000,000 RSUs, which 611,111 vest on April 29, 2026, 55,557 vest on May 29, 2026, 166,667 vest on August 29, 2026 and 166,665 vest on November 29, 2026, subject to his continued service with a grant-date fair value of approximately $5.1 million.

 

On October 1, 2025 four third-party consultants were granted an aggregate of 1,250,00 RSUs, which 312,500 vested and issued immediately and the remaining 937,500 vest in twelve equal quarterly installments with an aggregate grant-date fair value of approximately $7 million.

 

On October 6, 2025 a third-party consultant was granted 200,000 RSUs, which 100,000 vested and issued immediately and the remaining 100,000 vest on January 6, 2026 with a grant-date fair value of approximately $1.3 million.

 

During the year ended December 31, 2024, the Company granted an aggregate of 4,605,000 RSUs for shares of its commons stock to various third-party consultants and employees with an aggregate grant-date fair value of approximately $5.3 million.

 

 

On March 1, 2024, the Company granted 500,000 RSUs for shares of its common stock to a consultant, vesting in substantially equal monthly installments over one year for services rendered.

 

On April 1, 2024, the Company granted 200,000 RSUs for shares of its common stock to employees, vesting in substantially equal monthly installments over one year for services rendered.

 

On May 1, 2024, the Company granted 50,000 RSUs for shares of its common stock to an employee vesting in substantially equal monthly installments over one year.

 

On September 11, 2024, the company granted 275,000 shares of RSUs, with a grant date fair value of $123,173, and granted an additional 1,275,000 shares of common stock that vest biannually over the term of 3 years with a grant date fair value of $571,073 to the Company’s former Chief Executive Officer and Chairman of the Board. On May 23, 2025 in connection with the former Chief Executive Officer and Chairman of the Board’s resignation pursuant to the terms of the Purchase Agreement dated May 23, 2025, and the First Amendment to his Executive Employment Agreement all his unvested RSUs were accelerated and deemed fully vested and nonforfeitable.

 

During the year ended December 31, 2025, the Company issued an aggregate of 1,135,000 RSUs for shares of its common stock for the settlement of accounts payable at a fair value of $682.

 

Stock based compensation expense related to RSU grants was $50.3 million and $4.6 million for the year ended December 31, 2025 and 2024, respectively. As of December 31, 2025, the stock-based compensation relating to RSUs of $9.0 million remains unamortized and a remaining weighted average life of 1.98 years.

 

ViralClear Pharmaceuticals, Inc.

 

2019 Long-Term Incentive Plan

 

There are 2,915,071 shares remaining available for future issuance of awards under the terms of the ViralClear Plan.

 

Warrants (ViralClear)

 

A summary of the warrant activity for year ended December 31, 2025 is as follows:

  

           Weighted-Average 
           Remaining 
       Weighted-Average   Contractual 
   Shares   Exercise Price   Term 
Outstanding at January 1, 2024   480,347   $5.07    3.9 
Forfeited/expired   -           
Outstanding at December 31, 2024   480,347   $5.07    2.9 
Forfeited/expired   (6,575)  $10.00      
Outstanding at December 31, 2025   473,772   $5.00    1.9 
Exercisable at December 31, 2025   473,772   $5.00    1.9 

 

The following table presents information related to warrants (ViralClear) at December 31, 2025:

 

Exercise   Number   Expiration 
Price   Outstanding   Date 
$5.00    473,772    November 2027 

 

 

Restricted stock units (ViralClear)

 

The following table summarizes the restricted stock activity for the years ended December 31, 2025 and 2024:

 

Restricted shares issued as of January 1, 2024   1,078,679 
Forfeited   (400,000)
Restricted shares outstanding at December 31, 2024   678,679 
Forfeited   - 
Total restricted shares outstanding at December 31, 2025   678,679 
      
Comprised of:     
Vested restricted shares as of December 31, 2025   678,679 
Unvested restricted shares as of December 31, 2025   - 
Total   678,679 

 

BioSig AI Sciences, Inc.

 

Warrants (BioSig AI)

 

The following table summarizes information with respect to outstanding warrants to purchase common stock of BioSig AI at December 31, 2025:

 

Exercise   Number   Expiration 
Price   Outstanding   Date 
$1.00    130,500    June-July 2028