v3.26.1
WARRANTS AND OPTIONS
 12 Months Ended
Dec. 31, 2025
Warrants And Options  
WARRANTS AND OPTIONS

NOTE 19 – WARRANTS AND OPTIONS:

 

a) Warrants

 

  (i) Warrant transactions for the years ended December 31, 2025, and 2024 are as follows:

 

   Number  

Weighted Average

Exercise Price

 
Balance, January 1, 2024   4,386,234   $6.58 
Warrants issued in the January 2024 Registered Direct Offering   651,062      
Warrants issued in the July 2024 Private Placement   1,200,000      
Exercise of warrants   (1,330,300)     
Warrants issued in the October 2024 Private Placement   21,333      
Balance, December 31, 2024   4,928,329   $6.17 
Expiry of warrants   (721,239)     
Exercise of warrants   (3,474,595)     
Warrants issued in the January 2025 Registered Direct Offering and September 2025 underwritten public offering   554,313      
Balance, December 31, 2025   1,286,808   $13.39 

 

  (ii) As of December 31, 2025, the Company had outstanding warrants, enabling the holders to acquire common shares as follows:

 

December 31,

2025

   Expiry date  Exercise price  

Exercise price

(USD)

 
 88,440   April 18, 2026  ILS72.563   $22.75 
 433,825   May 28, 2026  ILS72.563   $22.75 
 (*) 252,967   January 4, 2026  CAD5.13   $3.75 
 3,200   October 2, 2026  CAD2.70   $1.88 
 183,751   January 29, 2030  USD8.00   $8.00 
 324,625   September 16, 2030  USD10.00   $10.00 
 1,286,808              

 

(*)Liability Warrants – see note 16.

 

 

A2Z CUST2MATE SOLUTIONS CORP.

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Thousands of US Dollars, except per share data)

 

NOTE 19 – WARRANTS AND OPTIONS (CONTINUED):

 

b) Stock Options

 

Stock option transactions for the years ended December 31, 2025, and 2024 are as follows:

 

SCHEDULE OF STOCK OPTION TRANSACTIONS

   Number  

Weighted

Average

Exercise Price

(CAD)

  

Weighted

Average

Exercise Price

(USD)

 
Balance January 1, 2024   1,411,170   $6.33   $4.78 
Options granted (i)   552,000           
Options cancelled   -)          
Options exercised   -)          
Expiry of options   (206,500)          
Balance December 31, 2024   1,756,670   $5.39   $3.75 
Options cancelled   (127,668)          
Options exercised   (225,332)          
Options granted (ii)(iii)(iiii)(iv)   2,863,500           
Balance December 31, 2025   4,267,170   $6.14   $8.41 

 

(i) On August 14, 2024, 552,000 stock options were issued to employees, consultants and officers with an exercise price of $1.78. The options expire on August 13, 2029. The fair value of the options granted was estimated at $779 using the Black-Scholes option pricing model, using the following assumptions: Share Price: $1.78; Expected option life 5 years; Volatility 109%; Risk-free interest rate 3.67%; Dividend yield 0%.
   
(ii) On January 15, 2025, the Company granted an employee 105,000 share options to purchase Common Shares of the company with an exercise price of $6.40 per share. The share options vest quarterly starting on January 15, 2026, and expire on January 15, 2035. The fair value of the options granted was estimated at $627 using the Black-Scholes option pricing model, using the following assumptions: Share Price: $6.38; Expected option life 10 years; Volatility 110%; Risk-free interest rate 4.65%; Dividend yield 0%.
   
(iii) On February 12, 2025, the Company granted the CEO 500,000 share options to purchase Common Shares with an exercise price of $6.40 per share, vesting immediately and expiring on February 2, 2035. The fair value of the options granted was estimated at $3,092 using the Black-Scholes option pricing model, using the following assumptions: Share Price: $6.61; Expected option life 10 years; Volatility 110%; Risk-free interest rate 4.64%; Dividend yield 0%.
   
(iii)

On June 20, 2025, 229,000 share options were granted to employees. 30,000 share options have an exercise price of $1.775 per share and their vesting schedule is as follows: a third vest on June 30, 2025, a third on June 30, 2026, and a third on June 30, 2027. The remaining 199,000 share options have an exercise price of $6.40 per share and their vesting schedule is as follows: a third vest on June 30, 2026, a third on June 30, 2027, and a third on June 30, 2028. The options expire on June 20, 2035. The fair value of the options granted was estimated at $2,252 using the Black-Scholes option pricing model, using the following assumptions: Share Price: $10.36; Expected option life 10 years; Volatility 108%; Risk-free interest rate 4.38%; Dividend yield 0%.

   
(iv)

On October 9, 2025, 239,000 share options were granted to employees. 215,000 share options have an exercise price of $8.00 per share, 24,000 share options have an exercise price of $6.40 per share. The vesting schedule is as follows: a third vest on September 30, 2026, a third on September 30, 2027, and a third on September 30, 2028. The options expire on October 9, 2035. The fair value of the options granted was estimated at $1,644 using the Black-Scholes option pricing model, using the following assumptions: Share Price: $7.33; Expected option life 10 years; Volatility 113%; Risk-free interest rate 4.15%; Dividend yield 0%.

   
(iv) On December 30, 2025, 1,790,500 share options were granted to employees. 474,500 share options have an exercise price of $8.00 per share and their vesting schedule is as follows: a third vest on December 30, 2025, a third on December 30, 2027, and a third on December 30, 2028. 800,000 share options have an exercise price of $8.00 per share and vest immediately. 1,000 share options have an exercise price of $6.40 per share and their vesting schedule is as follows: a third vest on June 30, 2026, a third on June 30, 2027, and a third on June 30, 2028. 15,000 share options have an exercise price of $8.00 per share and their vesting schedule is as follows: a third vest immediately, a third on December 30, 2026, and a third on December 30, 2027. The remaining 500,000 share options have an exercise price of $6.00 per share and vest immediately. The options expire on December 30, 2035. The fair value of the options granted was estimated at $7,747 using the Black-Scholes option pricing model, using the following assumptions: Share Price: $6.43; Expected option life 10 years; Volatility 105%; Risk-free interest rate 4.13%; Dividend yield 0%.

 

 

A2Z CUST2MATE SOLUTIONS CORP.

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Thousands of US Dollars, except per share data)

 

NOTE 19 – WARRANTS AND OPTIONS (CONTINUED):

 

b) Stock Options (continued)

 

  (vi) As of December 31, 2025, the Company had outstanding stock options, enabling the holders to acquire common shares as follows:

 

Outstanding as

of December 31,

2025

  

Exercisable as

of December 31,

2025

   Expiry date 

Exercise price

(CAD)

  

Exercise price

(USD)

 
 20,000    20,000   June 3, 2026  CAD21.00   $15.32 
 6,670    6,670   October 28, 2026  CAD20.00   $14.59 
 360,000    360,000   August 2, 2032  CAD8.90   $6.49 
 120,000    120,000   August 21, 2032  CAD10.00   $7.30 
 220,000    220,000   January 4, 2033  CAD4.13   $3.01 
 100,000    100,000   January 4, 2033  CAD4.13   $3.01 
 40,000    40,000   November 25, 2027  CAD5.03   $3.67 
 103,000    91,000   April 18, 2033  CAD4.00   $2.92 
 441,000    146,333   August 14, 2034  CAD2.43   $1.78 
 105,000    -   January 15, 2035  CAD8.77   $6.40 
 500,000    500,000   February 2, 2035  CAD8.77   $6.40 
 30,000    10,000   June 20, 2035  CAD2.43   $1.775 
 192,000    -   June 20, 2035  CAD8.77   $6.40 
 239,000    6,667   October 9, 2035  CAD10.96   $8.00 
 500,000    500,000   December 30, 2035  CAD8.22   $6.00 
 1,290,500    805,000   December 30, 2035  CAD10.96   $8.00 
 4,267,170    2,925,670              

 

  (vii) Share-based compensation expense is recognized over the vesting period of options. During the year ended December 31, 2025, share-based compensation of $12,703 was recognized and charged to the Consolidated Statement of Comprehensive Loss (December 31, 2024 - $729, December 31, 2023 – $4,245).

 

c) RSU’s

 

On January 4, 2023, the Company granted 410,800 RSUs to directors, officers and advisers, of which 104,000 RSUs are to executives and directors, pursuant to the Company’s RSU Plan and in acknowledgment of the Company’s management recent success and increased future workload. The RSUs will vest at each recipient’s discretion and taking into account personal tax implications and convert into 410,800 common shares of no-par value in the Company.

 

On April 18, 2023, the Company granted 46,500 RSUs to employees, pursuant to the Company’s RSU Plan. The RSUs will vest at each recipient’s discretion and taking into account personal tax implications and convert into 46,500 common shares of no-par value in the Company.

 

On June 28, 2023, the Company granted 66,000 Restricted Share Units (“RSUs”) to officers pursuant to the Company’s RSU Plan. The RSUs will vest at each recipient’s discretion and taking into account personal tax implications and convert into 66,000 common shares of no-par value in the Company (“Common Shares”).

 

On August 14, 2024, the Company granted 326,000 Restricted Share Units (“RSUs”) to officers and advisors, pursuant to the Company’s RSU Plan. The RSUs will vest at each recipient’s discretion and taking into account personal tax implications and convert into 326,000 common shares of no-par value in the Company.

 

On January 15, 2025, the Company granted an employee 20,000 Restricted Share Units (“RSUs”) pursuant to the Company’s RSU plan and in acknowledgement of the Company’s recent success and future workload. The RSUs will vest immediately.

 

On February 12, 2025, the Company granted the CEO 400,000 RSUs pursuant to the Company’s RSU plan and in acknowledgement of the Company’s recent success and future workload. The RSUs will vest upon the Company entering into one or more agreements for the binding supply of at least 10,000 smart carts.

 

On June 20, 2025, the Company granted 125,000 RSUs to an advisor. The RSUs vest immediately.

 

On December 28, 2025, the Company granted the CEO 500,000 RSUs pursuant to the Company’s RSU plan and in acknowledgement of the Company’s recent success and future workload. The RSUs will vest upon the Company entering into one or more agreements for the binding supply of at least 30,000 smart carts.

 

On December 30, 2025, the Company granted 500,000 RSUs to an advisor. The RSUs vest immediately.

 

RSU’s transactions for the year ended December 31, 2025, and for the year ended December 31, 2024, are as follows:

 

SCHEDULE OF RSU’S TRANSACTIONS

   Number 
Balance, January 1, 2024   588,834 
RSUs granted   326,000 
Expiry of RSUs   (40,166)
Exercise of RSUs   (764,001)
Balance, December 31, 2024   110,667 
RSUs granted   1,545,000 
Expiry of RSUs   (6,000)
Exercise of RSUs   (219,667)
Balance, December 31, 2025   1,430,000 

 

Total exercisable RSU’s as at December 31, 2025, are 930,000. During the year ended December 31, 2025, share-based compensation in respect of RSU’s of $7,619 was charged to the Consolidated Statement of Comprehensive Loss (December 31, 2024 – $1,184, December 31, 2023 – $1,079).