v3.26.1
Stockholders’ equity
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Stockholders’ equity

Note 7. Stockholders’ equity

 

On April 20, 2026, the Company entered into subscription agreements (each a “Subscription Agreement”) with certain accredited investors and sold in an initial closing of a private placement (the “Offering”) an aggregate of 3,773,853 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”)for an aggregate purchase price of $15,095,412, at a purchase price of $4.00 per Share. A total of 374,761 warrants were issued in connection with the Offering.

 

 

On April 30, 2026, the Company and certain accredited investors mutually agreed to effect, and effected, an additional closing, with respect to 470,000 Shares for gross proceeds of $1,880,000. Total proceeds raised from this offering were $16,975,412.

 

In connection with the Offering, Laidlaw & Company (UK) Ltd. (the “Placement Agent”) was paid at each closing (i) a cash fee equal to ten percent (10%) of the gross proceeds delivered to the Company on a closing date by parties introduced by the Placement Agent and (ii) five percent (5%) of the gross proceeds delivered to the Company on a closing date by parties introduced by the Company, as well as a non-allocable expense reimbursement equal to two (2%) of the gross proceeds delivered by Placement Agent introduced investors on a closing date to the Company, and one (1%) of the gross proceeds delivered by Company introduced investors on a closing date to the Company. The Placement also received, at the final closing of the private placement, warrants to purchase shares of Common Stock in an amount equal to ten percent (10%) of the Common Stock sold to Placement Agent introduced parties which are exercisable for five (5) years and have an exercise price equal to 120% of the lowest price per share of the shares of Common Stock issued or issuable to investors in the Offering. The Company agreed to pay certain other expenses of the Placement Agent, including the fees and expenses of its counsel, in connection with the Offering. Subject to certain customary exceptions, the Company also indemnified the Placement Agent to the fullest extent permitted by law against certain liabilities that may be incurred in connection with the Offering, including certain civil liabilities under the Securities Act of 1933, and, where such indemnification is not available, to contribute to the payments the Placement Agent and its sub-agents may be required to make in respect of such liabilities.

 

The Company received aggregate gross proceeds of $16,975,412 from the Offering and additional closing, which were allocated between the common stock and the warrants. Direct and incremental issuance costs of $2,154,437, including placement agent fees and related offering expenses, were recorded as a reduction of additional paid-in capital, resulting in net proceeds of $14,820,975 recorded within common stock and additional paid-in capital. The Company evaluated the warrants under ASC 480 and ASC 815 and determined that they meet the criteria for equity classification. Accordingly, the warrants are classified within stockholders’ equity.

 

Warrants

 

As of June 30, 2026, there were outstanding and exercisable warrants to purchase an aggregate of 9,141,055 shares of common stock at a weighted average exercise price of $1.66 per share. The warrants had a weighted average remaining contractual term of 1.50 years as of June 30, 2026.

 

2025 Equity Incentive Plan

 

In 2025, the Company adopted an equity incentive plan reserving 15% of the outstanding Common Stock on a fully-diluted basis for the future issuance, at the discretion of our board of directors, of options and other incentive awards to officers, key employees, consultants and directors of the Company and its subsidiaries. The 2025 Plan includes a customary “evergreen” provision with respect to the annual increase of the number of shares at the beginning of each fiscal year of the Company of up to the lesser of (i) four percent (4.0%) of the shares of Common Stock outstanding on the last day of the immediately preceding fiscal year, commencing on the first day of the second fiscal year of the Company beginning after the final closing of the Offering or (ii) such number of shares as determined by the administrator. Repricing outstanding stock awards is not permitted without the approval of the Company’s stockholders, except for certain proportionate capitalization adjustments as set forth in the 2025 Plan. The 2025 Plan terminates on September 29, 2035.

 

The amount, terms of grants, and exercisability provisions are determined and set by the Company’s board of directors or compensation committee. The Company measures employee and nonemployee stock-based awards at grant-date fair value and records compensation expense on a straight-line basis over the vesting period of the award.

 

The Company has issued service-based non-statutory stock options that generally have a contractual life of up to 10 years and may be exercisable in cash or as otherwise determined by the board of directors. Vesting generally occurs over a period of four years.

 

 

The following table summarizes the stock option activity:

  

   Shares  

Weighted-

Average

Exercise

Price

  

Weighted-

Average

Remaining

Contractual

Term (Years)

 
Outstanding at January 1, 2026   -   $-    - 
Granted   1,120,000   $1.14      
Outstanding at June 30, 2026   1,120,000   $1.14    9.3 
Exercisable at June 30, 2026   228,958   $1.14    9.3 

 

The intrinsic value of the outstanding options as of June 30, 2026 was approximately $3,200,000. Options granted to employees during the six months ended June 30, 2026 had a weighted-average grant-date fair value of $0.66.

 

The grant date fair value of each stock option grant in 2026 was estimated using the Black-Scholes option-pricing model using the following weighted-average assumptions:

  

   Six Months Ended 
   June 30, 
   2026 
Expected volatility   54.9%
Expected dividends   0.0%
Expected term   6.6 
Risk-free rate   3.9%
Exercise price  $1.14 

 

Restricted Stock Awards

 

During the six months ended June 30, 2026, the Company granted 150,000 restricted stock to one consultant. The stock vests over four years with a 1-year cliff from the grant date.

    

   Consultant Shares   Weighted Average Grant Date Fair Value 
Unvested at December 31, 2025   258,334   $1.14000 
Granted   150,000   $1.14000 
Unvested at June 30, 2026   408,334   $1.14000 

 

The Company recorded stock-based compensation expense (for both restricted awards and stock options) in its accompanying unaudited condensed consolidated statements of operations as follows:

 

   2026   2025   2026   2025 
   Three Months Ended June 30,   Six Months Ended June 30, 
   2026   2025   2026   2025 
General and administrative  $90,345   $155,000   $235,080   $166,667 
Research and development   10,183    -    20,926    - 
Total stock-based compensation expense  $100,528   $155,000   $256,006   $166,667 

 

 

The intrinsic value of the vested shares of June 30, 2026 was $0 as no restricted stock has vested during the period. As of June 30, 2026, the unrecognized compensation cost (for both restricted awards and stock options) was $915,846 and will be recognized over an estimated weighted-average amortization period of 3.3 years.