Upon the consummation of the Merger, the 2023 Equity Incentive Plan (the “2023 Incentive Plan”) became effective. The 2023 Incentive Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), dividend equivalents, and other stock or cash-based awards, or collectively, awards to officers, employees, non-employee directors, and consultants and those of our subsidiaries as selected from time to time by the plan administrator in its discretion. Unless otherwise set forth in an individual award agreement, each award shall vest over a four-year period, with one-quarter of the award vesting on the first annual anniversary of the date of grant, with the remainder of the award vesting monthly thereafter.

On July 22, 2024, the Company filed a registration statement on Form S-8 to register up to 15% (initially 7,309,322 shares) of the number of shares of common stock, par value $0.00001, to be outstanding immediately following consummation of the Initial Capital Raise following the Merger issuable pursuant to outstanding unvested or unexercised stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, and other stock or cash based awards (collectively, “Awards”) granted under the Company’s 2023 Incentive Plan which became effective upon the consummation and completion of the Merger.

On November 7, 2025, the stockholders approved the 2025 Omnibus Equity Incentive Plan (the “2025 Incentive Plan”). The Company initially reserved 10,000,000 shares of our Common Stock, par value $0.00001, for issuance under the 2025 Incentive Plan. The number of shares of Common Stock reserved for issuance under the 2025 Incentive Plan shall be adjusted upward to reflect 15% of the number of shares issued and outstanding as of December 31st of each year.

Shares underlying any awards under the 2023 Incentive Plan and 2025 Incentive Plan that are forfeited, cancelled, held back to cover the exercise price or tax withholding, satisfied without the issuance of stock or otherwise terminated (other than by exercise) will be added back to the shares available for issuance under the 2023 Incentive Plan and 2025 Incentive Plan. The payment of dividend equivalents in cash shall not count against the share reserve.

The Company has granted 1,170,510 RSUs to employees, which are fully vested, and 1,000,000 RSUs to non-employees, which are fully vested, during the three months ended March 31, 2026. As of March 31, 2026, the Company had 0 unvested RSUs.


	Shares Outstanding	Weighted- average Grant Date Fair Value
Outstanding at December 31, 2025	6,754,124	$	4.91
Granted	2,170,510	$	1.59
Vested	(8,924,634)	$	4.10

Unvested at March 31, 2026	—	$	—

The vesting date fair value of RSUs that vested during the three months ended March 31, 2026 and 2025 was $4.10 and $2.36, respectively. 8,924,634 and 120,969 shares vested during the three months ended March 31, 2026 and 2025, respectively. The weighted-average grant date fair value per share of awards granted during the three months ended March 31, 2026 and 2025 was $1.59 and $5.91, respectively. As of March 31, 2026, there was $0 of unrecognized stock-based compensation related to RSUs outstanding.

Stock options to purchase the Company’s common stock are granted to employees and directors, upon approval by the Board of Directors, with an exercise price equal to the fair market value of the stock on the date of grant. Options generally become exercisable in four years, in equal installments beginning one year from the date of grant, and generally expire five years from the date of grant. The fair value of the Company’s stock options is estimated on the date of grant using the Black-Scholes option-pricing model. The company has granted 1,625,000 stock options to employees during the three months ended March 31, 2026. The weighted-average grant date fair value of the stock options granted during the three months ended March 31, 2026 and 2025 was $1.69 and $0.00, respectively.


	Stock Options	Weighted- Average Exercise Price Per Share		Aggregate Intrinsic Value
Outstanding at December 31, 2025	1,000,000	$	2.67	$	—
Granted	1,625,000	$	1.85
Forfeited	(1,100,000)	$	2.25
Outstanding at March 31, 2026	1,525,000	$	1.82	$	3,165,978

Exercisable at March 31, 2026	—	$	—	$	—
Vested or expected to vest at March 31, 2026	1,525,000	$	1.82	$	3,165,978

As of March 31, 2026, there was $1,928,847 of unrecognized stock-based compensation related to stock options outstanding and the average remaining contractual life on outstanding options was 2.48 years.

Stock-based compensation expense is included in “selling, general and administrative” on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss was:


	Three Months Ended March 31,
		2026		2025
Shares retained to fund withholding taxes		2,026,237		—
Value of shares retained to fund withholding taxes		$	2,694,895	$	—