v3.26.1
STOCKHOLDERS’ EQUITY
 3 Months Ended
Mar. 31, 2026
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 6 — STOCKHOLDERS’ EQUITY

 

Issuance of Common Stock

 

During the three months ended March 31, 2026, the Company issued an aggregate of 1,395,300 shares of its common stock, as follows:

 

  ● 1,395,300 shares of common stock were issued as part of our ATM program (as defined below), with net proceeds of approximately $756,000.

 

The Company recognized approximately $480,000 of stock-based compensation for the three months ended March 31, 2026, approximately $170,000 related to stock options noted below and approximately $310,000 for services rendered and paid in stock in lieu of cash by outside consultants, certain employees and Board Members.

 

During the year three months ended March 31, 2025, the Company issued an aggregate of 24,406 shares of its common stock, as follows:

 

● 24,406 shares of common stock were issued for services in lieu of cash to an outside consultant.

 

The Company recognized approximately $635,000 of stock-based compensation for the three months ended March 31, 2025, approximately $235,000 related to stock options noted below and approximately $400,000 for services rendered and paid in stock in lieu of cash rendered by outside consultants, certain employees and Board Members.

 

“At-the-Market” Offering

 

On October 15, 2025, we entered into an Amendment No. 2 (the “Second Amendment”) to that certain equity distribution agreement, dated April 29, 2025 (the “Original Agreement”) as amended by that certain Amendment No. 1 to the Original Agreement, dated May 5, 2025, (the “First Amendment” and, together with the Original Agreement and the Second Amendment, the “Equity Distribution Agreement”) with Maxim Group LLC (“Maxim”), under which we currently have the ability to issue and sell shares of our common stock, from time to time, through Maxim, up to an aggregate offering price of approximately $4,273,000 (the “ATM program”). During the three months ended March 31, 2026 we sold 1,395,300 shares of our common stock under the ATM program for net proceeds of approximately $756,000.

 

As of March 31, 2026 in total we have sold 2,086,707 shares of our common stock under the ATM program for gross proceeds of approximately $1,423,000.

 

Options

 

The Company’s 2023 Equity Incentive Plan (the “2023 Plan”) was approved by our stockholders on November 10, 2023. The 2023 Plan originally provided that the maximum number of shares of common stock available for the grant of awards under the 2023 Plan shall be 1,500,000, subject to adjustment for stock dividends, stock splits or similar events.

 

The 2023 Plan is administered by the Compensation Committee of the Board, which may in turn delegate administrative authority to one or more of our executive officers. Under the terms of the 2023 Plan, the Compensation Committee may grant equity awards, including nonqualified stock options and restricted stock to employees, officers, directors, consultants, agents, advisors and independent contractors. The 2023 Plan has been amended, most recently as of July 15, 2025, to increase the number of shares under the 2023 Plan to 9,000,000.

 

Under the terms of the 2023 Plan, the Compensation Committee may grant equity awards, including nonqualified stock options and restricted stock to employees, officers, directors, consultants, agents, advisors and independent contractors.

 

The amount expensed during the three months ended March 31, 2026 and 2025 in the unaudited condensed consolidated statements of operations and comprehensive loss related to stock options issued under the 2023 Plan was approximately $169,000 and $235,000, respectively.

 

On December 19, 2025, the Board and the Compensation Committee approved the grant of stock options to certain employees and Board members, subject to shareholder approval of an amendment to the 2023 Plan to increase the number of shares available for issuance. As of March 31, 2026 and the date of this report, shareholder approval had not been obtained, and therefore no grant date had occurred, and no compensation expense has been recognized. The table below does not include 2,400,000 shares underlying stock options that are contingent on the above shareholder approval.

 

The following table presents a summary of stock option award activity during the three months ended March 31, 2026:

 

                       
    Number of
Options		     Weighted Average
Exercise Price		     Weighted Average
Remaining Life
In Years		  
Outstanding December 31, 2025     4,113,617     $ 1.12       5.80  
Issued     -       -       -  
Exercised     -       -       -  
Expired or cancelled     -       -       -  
Outstanding March 31, 2026     4,113,617     $ 1.12       5.56  

 

The following table provides additional information about stock options that are outstanding and exercisable as of March 31, 2026:

 

                           
Exercise Price     Outstanding
Number of
Options		     Weighted Average
Remaining Life
In Years		     Exercisable
Number of
Options		  
$ 0.89       2,181,208     $ 7.26       1,649,888  
  0.94       581,250       2.70       581,250  
  0.66       90,620       3.49       30,207  
  2.95       185,000       3.75       150,000  
  3.25       130,000       2.30       130,000  
  1.15       430,435       4.31       245,218  
  0.96       315,104       4.42       315,104  
$ 1.50       200,000       4.53       200,000  
          4,113,617     $ 5.56       3,301,667