NOTE 7 – WARRANTS

On January 22, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”) pursuant to which the Company agreed to sell and issue, in a registered direct offering, an aggregate of 2,166,666 shares of the Company’s common stock, and, in a concurrent private placement, warrants to purchase up to an aggregate of 2,166,666 shares of Common Stock, at a combined purchase price per share and accompanying warrant of $0.60. The Warrants will be exercisable on the six-month anniversary of issuance, will expire five years following the date of issuance, and have an exercise price of $0.78 per share.

The aggregate fair value of the 2,166,666 warrants totaled $549,358 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $0.78, 3.82% risk free rate, 110.63% volatility and expected life of the warrants of 5 years. The value of the warrants has been netted against the proceeds of the offering proceeds and accounted for in additional paid in capital.

On February 18, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Purchaser”) pursuant to which the Company agreed to sell and issue, in a private placement offering, (i) pre-funded warrants to purchase up to 2,857,142 shares of the Company’s common stock and (ii) common warrants to purchase up to 3,571,428 shares of Common Stock, at a combined purchase price per Pre-Funded Warrant and accompanying Warrants of $1.05.

The Pre-Funded Warrants are immediately exercisable, will expire upon exercise in full of all Pre-Funded Warrants and have an exercise price of $0.0001. The Warrants will be exercisable upon the Effective Date (as defined in the Purchase Agreement), will expire on the five-year anniversary of the Effective Date, and have an exercise price of $0.92 per share. The aggregate gross proceeds to the Company from the Offering were approximately $3.0 million, before deducting placement agent fees and other offering expenses.

The aggregate fair value of the 3,571,428 warrants totaled $1,446,782 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $0.92, 3.66% risk free rate, 127.31% volatility and expected life of the warrants of 5 years. The value of the warrants has been netted against the proceeds of the offering proceeds and accounted for in additional paid in capital.

A summary of the status of the Company’s outstanding warrants and changes during the periods is presented below: