Note 8 - Capital Stock

Common Stock

The Company’s common stock, par value $0.0001 per share ("Common Stock"), is listed on the Nasdaq Capital Market (“Nasdaq”) under the ticker symbol “TWAV.” As of June 30, 2026, we had 150,000,000 shares of the Company's Common Stock authorized, with 3,571,590 and 3,571,401 shares issued and outstanding, respectively.

On April 17, 2025, the Company’s Board of Directors authorized a stock repurchase program (the “Stock Repurchase Program”) granting the Company authority to repurchase up to $500,000 of the Company’s Common Stock. The Stock Repurchase Program has no expiration date. As of the filing of this Report, the Company has not repurchased any shares of Common Stock and has $500,000 remaining under the Stock Repurchase Program.

Common Stock activity for the year ended December 31, 2025 and the six months ended June 30, 2026, is presented below. During the three and six months ended June 30, 2026, 244,191 shares of the Company's Common Stock were issued related to the exercise of 244,191 Pre-Funded Warrants. During the three and six months ended June 30, 2025, 394,864 and 404,864 shares of the Company's Common Stock were issued related to the exercise of 394,864 and 404,864 Common Warrants, respectively. 

Common Stock Warrants

Common Warrants

On March 30, 2023, the Company entered into a Securities Purchase Agreement (the “2023 Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which the Company issued and sold, in a private placement transaction (the “Private Placement”) (i) shares of the Company’s Series F convertible preferred stock, $0.0001 par value per share (the “Series F Preferred Stock”), (ii) preferred warrants (“Preferred Warrants”) to acquire shares of Series F Preferred Stock (the “Warrant Preferred Shares”) and (iii) common warrants (“Common Warrants”), to acquire shares of Common Stock. The Private Placement closed on March 31, 2023.

The Common Warrants have a term of five years from the date that is six months and one day from the date of issuance. Pursuant to the terms of the 2023 Purchase Agreement, additional Common Warrants were issued in 2024 and 2025.  The Common Warrants are currently exercisable at $3.41 per share, and a cash fee of 8% of the proceeds is payable to the Placement Agent (defined below) upon exercise. During the three and six months ended June 30, 2025, Common Warrants to purchase 394,864 and 404,864 shares of Common Stock, respectively, were exercised at $3.41 per share. The Company received gross proceeds of $1,348,000 and $1,382,000, respectively, and net proceeds of $1,241,000 and $1,272,000, respectively. There was no Common Warrant activity during the three and six months ended June 30, 2026.

2023 Placement Agent Warrants

In connection with the Private Placement, pursuant to an Engagement Letter dated March 30, 2023 (the “Engagement Letter”), between the Company and Dawson James Securities Inc. (the “Placement Agent”), the Company agreed to (i) pay the Placement Agent a cash fee equal to 8% of the aggregate gross proceeds raised in the Private Placement, and (ii) grant to the Placement Agent warrants (the “Placement Agent Warrants”) to purchase shares of Common Stock. The Placement Agent Warrants have the same terms and conditions as the Common Warrants issued in the Private Placement. As of June 30, 2026, no 2023 Placement Agent Warrants had been exercised, and 2023 Placement Agent Warrants to purchase up to 153,470 shares of Common Stock are issued and outstanding.

Advisor Warrants

On June 5, 2025, the Company issued warrants to purchase 100,000 shares of the Company's Common Stock to an Advisor (the "Advisor Warrants"), in connection with the provision of certain treasury advisory services. The Advisor Warrants vested in equal installments at a rate of 1/12th (8.33%) per month, beginning on the thirty-day anniversary of the issue date, for twelve months. As of June 30, 2026, all 100,000 Advisor Warrants have vested, and no Advisor Warrants have been exercised. The Advisor Warrants expire on June 5, 2028, and vested warrants are exercisable at a price of $3.77 per share. 

Pre-Funded Warrants

On June 6, 2025, the Company entered into a securities purchase agreement, dated as of June 5, 2025 (the “2025 Purchase Agreement”), pursuant to which the Company issued pre-funded warrants to acquire up to 1,989,392 shares of its Common Stock (the “Pre-Funded Warrants") in exchange for gross and net proceeds to the Company of approximately $7.5 million and $6.9 million, respectively, after deducting placement agent fees of $375,000 and other offering expenses of $237,000 payable by the Company. The exercise price upon exercise of each Pre-Funded Warrant is $0.0001 per share of Common Stock, with an aggregate exercise price of $3.77 per share of Common Stock, of which $3.7699 per share of Common Stock was paid by the holders at the closing on June 10, 2025. 244,191 Pre-Funded Warrants were exercised during the three and six months ended June 30, 2026.

2025 Placement Agent Warrants

On June 10, 2025, pursuant to the 2025 Purchase Agreement, the Company issued warrants to purchase shares of the Company's Common Stock to the Placement Agent (the "2025 Placement Agent Warrants"). The 2025 Placement Agent Warrants are exercisable immediately upon issuance. The terms of the 2025 Placement Agent Warrants are substantially the same as those of the Pre-Funded Warrants, except that the 2025 Placement Agent Warrants will expire on June 10, 2030, and are exercisable at a price of $4.71 per share. As of June 30, 2026, no 2025 Placement Agent Warrants have been exercised, and 2025 Placement Agent Warrants to purchase up to 99,470 shares of Common Stock are issued and outstanding.

Manako Warrants

On May 29, 2026, in connection with the SAFE discussed in Note 5 - Investment in Manako Labs Ltd., and the TLDA discussed in Note 10 - Revenue Recognition - Manako Technology License and Distribution Agreement the Company issued warrants to purchase up to 100,000 shares of the Company’s Common Stock, to Manako Labs, Ltd., at an exercise price of $3.41 per share (the “Closing Warrant”). 

In connection with potential joint development of the Company’s own subnet on the Bittensor network, the Company may issue additional warrants to Manako as follows: (i) warrants to purchase up to 100,000 shares of Common Stock at an exercise price of $4.50 per share, issuable upon the satisfaction of certain conditions (“Tranche A Warrants”), and (ii) warrants to purchase up to 100,000 shares of Common Stock at an exercise price of $5.50 per share, issuable upon the achievement of certain milestones (“Tranche B Warrants” and together with the Closing Warrant and Tranche A Warrants, the “Manako Warrants”).

The exercise price of each Manako Warrant is subject to customary adjustments for stock dividends, stock splits, reclassifications, stock combinations and the like and dilutive issuances (in each case, subject to certain exceptions). There is no established public trading market for the Warrants, and the Company does not intend to list the Warrants on any national securities exchange or nationally recognized trading system.

Manako may not exercise any portion of such Manako Warrants to the extent that they, together with any affiliates, would beneficially own more than 9.99%  of the Company’s outstanding shares of Common Stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to the Company,  Manako may increase or decrease the beneficial ownership limitation, subject to a maximum of up to 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise.

The Manako Warrants and the shares of Common Stock underlying the Manako Warrants (the “Warrant Shares”) have not been registered under the Securities Act. Pursuant to the TLDA, the Company, within 180 days of the Effective Date, must file a registration statement for the resale of the Warrant Shares. The Company must use commercially reasonable efforts to cause such registration statement to become effective as soon as practicable thereafter and to keep such registration statement effective at all times until no Warrants or Warrants Shares are outstanding.

In connection with the TLDA, on May 28, 2026, the Company and Manako entered into a Lock-Up Agreement (the “Lock-Up Agreement”), pursuant to which the Manako Warrants are subject to a lock-up period of six (6) months following issuance or until effective registration of Warrant Shares, whichever is later, followed by twenty-four (24) months of post-lock-up trading restrictions including a daily volume cap of ten percent (10%) of average daily trading volume, a price floor of one hundred twenty percent (120%) of the relevant exercise price, and three (3) trading days’ advance notice of sales. The Lock-Up Agreement provides carve-outs from the post-lock-up trading restrictions for (i) block trades to institutional investors through a registered broker-dealer, (ii) private transfers to Manako affiliates bound by the same obligations, (iii) transfers in connection with any merger, tender offer, or similar transaction involving the Company as issuer, and (iv) sales pursuant to a Rule 10b5-1 plan established outside a blackout period.

Outstanding warrants for the Company's Common Stock, as of June 30, 2026, are presented below.

Common warrant activity for the year ended December 31, 2025 and the six months ended June 30, 2026 is presented below. 

Treasury Shares

The Company maintains treasury stock for the Common Stock shares repurchased when withholding shares to cover taxes on equity award transactions. There were no treasury stock transactions during the three and six months ended June 30, 2026, or the year ended December 31, 2025.