Note 6. Common Stock

Share issuances 2024

During the year ended December 31, 2024, the Company had the following common stock transactions:

Share issuances 2025

During the year ended December 31, 2025, the Company had the following common stock transactions:

White Lion Common Stock Purchase Agreement (CSPA)  

On June 20, 2024, the Company and White Lion amended the CSPA (the “Second Amendment”) to provide that the purchase price to be paid by White Lion for shares of the Company’s common stock pursuant to the CSPA equals the lower of: (i) 93% of the volume-weighted average price of the Company’s common stock during a period of five consecutive trading days following the Company’s exercise of its right to sell shares (or 95% of that volume-weighted average price if the Company’s common stock is trading on a national exchange), or (ii) the closing price of the common stock on the day the Company exercises its right to sell shares, subject to a floor price of $0.25 per share. The Second Amendment further provides that if the Company issues a share price purchase notice at a time that the Company’s common stock is trading below the floor price and White Lion waives the floor price condition, the purchase price to be paid by White Lion for such shares shall equal 90% multiplied by the lower of the (i) three lowest volume-weighted average price of the Company’s common stock during a period of five consecutive trading days following the Company’s exercise of its right to sell shares, or (ii) most recent closing price of the Company’s common stock prior to White Lion’s receipt of a share price purchase notice.

On June 26, 2024, the Company filed a registration statement on Form S-1 to register for resale an additional 15,000,000 common shares related to CSPA. The Company’s S-1 registration statement was declared effective by the SEC on July 29, 2024. White Lion’s commitment obligation under the CSPA expired in October 2025.    

Alumni Any Market Purchase Agreement

On December 16, 2025, the Company entered into an Any Market Purchase Agreement (“AMPA”) with Alumni Capital, LP (“Alumni”). Pursuant to the AMPA, the Company had the right, but not the obligation, to require Alumni to purchase up to $4,000,000 of the Company’s common stock, subject to certain limitations and conditions set forth in the AMPA. The Company was required to register the resale of the shares issuable to Alumni under the AMPA with the SEC as a condition to requesting that Alumni purchase shares. On January 15, 2026, the Company filed a registration statement on Form S-1 to register for resale up to 25,669,288 common shares, which included shares issuable to Alumni upon exercise of commitment warrants and upon conversion of convertible notes purchased by Alumni under a separate agreement (see Note 5). The Company’s S-1 registration statement was declared effective by the SEC on January 30, 2026. As of April 15, 2026 the Company has not issued any shares to Alumni under the AMPA.

Restricted Stock Units

As of December 31, 2025 and December 31, 2024, the Company has 40,315,000 and 46,165,000 restricted stock units (RSU) outstanding, respectively. The RSU’s are subject to certain conditions and shall vest upon the achievement of certain Company objectives and milestones (referred to in the RSU Agreements as Covered Transactions or Triggering Events). 

During the year ended December 31, 2024, the Company terminated the services of one of its consultants who had an RSU agreement in place. Per the RSU agreement, all of the unvested RSU’s held by the consultant vested immediately upon termination of services. This resulted in 1,500,000 RSU’s vesting and $375,000 of stock-based compensation being recorded which was the fair value of the shares on the original grant date of the RSU agreement.

 During the year ended December 31, 2025, the Company terminated the services of one of its consultants who had an RSU agreement in place. Per the RSU agreement, all of the unvested RSU’s owed to the consultant vested immediately upon termination of services. This resulted in 975,000 RSU’s vesting and $692,250 of stock-based compensation being recorded, which was the fair value of the shares on the original grant date of the RSU agreement.

During the year ended December 31, 2025, the Board of Directors approved an amendment to a consultant’s RSU agreement. The amendment resulted in 3,750,000 of RSU’s vesting during the current period and the remaining 2,750,000 vesting upon the achievement of certain Company objectives and milestones. Per ASC 718-20-35, the change in vesting conditions resulted in a modification of the stock-based compensation awards. The modification is considered a Type III modification as described in ASC 718-20-55 and resulted in recording $427,875 of stock-based compensation expense which was the fair value of the shares on the date of the modification.

 During the year ended December 31, 2025, an officer of the Company resigned from his position. This officer had an RSU agreement in place. Per the RSU agreement, all of the unvested RSU’s owed to the officer cancelled immediately upon resignation. This resulted in the cancelation of 1,125,000 RSU’s and $0 stock-based compensation being recorded.

Management is unable to predict if or when a Covered Transaction or Triggering Event under the RSU Agreements governing the restricted stock units will occur and as of December 31, 2025, there was $18,834,405 of unrecognized compensation cost related to unvested restricted stock unit awards.

Activity related to our restricted stock units during the year ended December 31, 2024 was as follows:

Activity related to our restricted stock units during the year ended December 31, 2025 was as follows:

Warrants

During the year ended December 31, 2024, the Company issued 412,500 warrants related to the sale of 825,000 units. The Company valued the common stock and warrants issued in the sale of the units using the relative fair value method. The warrants have a value of $5,990 and was recorded in additional paid-in capital.

During the year ended December 31, 2025, the Company issued 3,484,321 commitment warrants. The Company valued the commitment warrants using the Black Scholes model. The warrants were initially valued at $169,582 and recorded as a derivative liability.

The Company analyzed the 2025 commitment warrants under ASC 480 Distinguishing Liabilities from Equity and ASC 815 Derivatives and Hedging and concluded that they meet the definition of a liability under ASC 480-10-25. Upon the occurrence of a qualifying Fundamental Transaction, the holder may require the Company to settle the warrant for cash. This feature represents a potential obligation to transfer assets upon an event that is not solely within the Company’s control and therefore constitutes an obligation that is economically equivalent to a written put on the Company’s own equity. The fair value of the derivative liability associated with the commitment warrants is summarized as follows:

 Activity related to our warrants during the year ended December 31, 2024 was as follows:

Activity related to our warrants during the year ended December 31, 2025 was as follows:

The fair value of each warrant on the date of grant is estimated using the Black-Scholes valuation model. The following weighted-average assumptions were used for the warrants granted during the year ended December 31, 2024:

The fair value of each warrant on the date of grant and as of each reporting date is estimated using the Black-Scholes valuation model. The following weighted-average assumptions were used for the warrants granted during the year ended December 31, 2025:

The following table summarizes information relating to outstanding and exercisable warrants as of December 31, 2025:

Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the warrants at December 31, 2025. As of December 31, 2025, the aggregate intrinsic value of warrants outstanding was approximately $0.