NOTE
9 - STOCK-BASED COMPENSATION
The
Company assumed the 2021 Omnibus Incentive Plan (“Plan”) in 2021. In January 2026, shareholders approved an increase of 600,000
shares available for future grant under the Plan. In February 2026, the Company’s Board approved an annual increase of 228,749
shares available for future grant under the Plan.
The
Company recognized within general and administrative expense stock-based compensation expense of $3,533 and $10,996 for the three months
ended March 31, 2026 and 2025, respectively. During three months ended March 31, 2026 and 2025, the Company recognized within research
and development expense stock-based compensation of $5,210 and $51,348, respectively.
Option
Activity
The
following table summarizes the Company’s stock option activity during the three months ended March 31, 2026:
SCHEDULE OF STOCK OPTION ACTIVITY
| | |
| | |
Weighted
average | | |
| |
| | |
Options | | |
Exercise
price | | |
Remaining
contractual
life | | |
Intrinsic
value | |
| Outstanding
at December 31, 2025 | |
| 102,785 | | |
$ | 191.13 | | |
$ | 8.62 | | |
| - | |
| Granted | |
| - | | |
| - | | |
| - | | |
| - | |
| Exercised | |
| - | | |
| - | | |
| - | | |
| - | |
| Expired
/ Forfeited | |
| (618 | ) | |
| 2,200.39 | | |
| - | | |
| - | |
| Outstanding
at March 31, 2026 | |
| 102,167 | | |
$ | 178.97 | | |
$ | 8.25 | | |
| - | |
| Exercisable at March
31, 2026 | |
| 90,167 | | |
| 202.50 | | |
| 8.14 | | |
| - | |
| Vested
and expected to vest | |
| 102,167 | | |
$ | 178.97 | | |
$ | 8.25 | | |
| - | |
Option
Valuation
The
fair value of each stock option is determined on their respective grant date(s) using the Black-Scholes option-pricing model. The material
assumptions used in the Black-Scholes model in estimating the fair value of the options granted are as follows:
| |
● |
Expected
stock-price volatility. The expected volatility is derived from the historical volatilities of comparable publicly traded companies
within the Company’s industry that the Company considers comparable to the Company’s business over a period approximately
equal to the expected term. |
| |
|
|
| |
● |
Expected
term. The expected term represents the period that the stock-based awards are expected to be outstanding. The Company’s
historical share option exercise experience does not provide a reasonable basis upon which to estimate an expected term due to a
lack of sufficient data. Therefore, the Company estimates the expected term for employees by using the simplified method provided
by the Securities and Exchange Commission. The simplified method calculates the expected term as the average of the time-to-vesting
and the contractual life of the options. |
| |
|
|
| |
● |
Risk-free
interest rate. The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for zero coupon
U.S. Treasury notes with maturities approximately equal to the expected term. |
| |
|
|
| |
● |
Expected
dividend yield. The expected dividend is assumed to be zero as the Company has never paid dividends and has no current plans
to pay any dividends on the Company’s common stock. |
As
of March 31, 2026, the Company had an aggregate of $9,186 of unrecognized share-based compensation cost, which is expected to be recognized
over the weighted average period of 1.80 years.
Shares
Reserved for Future Issuance
The
following shares of common stock are reserved for future issuance:
SCHEDULE OF COMMON STOCK FUTURE ISSUANCE
| | |
March 31, 2026 | |
| Awards outstanding under the Plan | |
| 102,167 | |
| Awards available for future grant under the Plan | |
| 843,752 | |
| Warrants outstanding | |
| 3,266,088 | |
| Shares for consultant compensation agreement outside the Plan | |
| 9,201 | |
| Conversion of Series B preferred stock | |
| 2,886,552 | |
| Total shares of common stock reserved for future issuance | |
| 7,107,760 | |
|