v3.26.1
Options and Warrants
6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Options and Warrants

Note 13 – Options and Warrants

 

Options

 

During the year ended December 31, 2025, the Company granted a total of 2,025,000 options to the Directors with an exercise price of $0.56 - $0.68, with five-year terms and exercisable immediately. The Company recorded an expense of $460,821 in connection with these options.

 

The fair value of these options was measured using the Black-Scholes valuation model at the grant date. The table below sets forth the assumptions for Black-Scholes valuation model on the respective reporting date.

 

               Market         
   Number           Price on         
   of   Term   Exercise   Grant   Volatility   Fair 
Reporting Date  Options   (Years)   Price   Date   Percentage   Value 
                          %     
01/07/2025   375,000    2.5   $0.68   $0.68    75.0%  $119,635 
5/22/2025   1,650,000    2.5   $0.56   $0.52    64.5%  $341,186 

 

 

During the year ended December 31, 2025, a total of 1,320,000 shares of common stock were issued in connection with exercised options. Total proceeds from the exercises were $696,007. At June 30, 2026, and December 31, 2025, the Company had a total of 1,815,000 unexercised options with an average exercise price of $0.98 per share.

 

There were no options granted or exercised during the six months ended June 30, 2026.

 

The following table sets forth the option activity for the six months ended June 30, 2026, and year ended December 31, 2025:

 

Balance, December 31, 2024   1,100,000 
Balance, December 31, 2024   1,110,000 
Options granted   2,025,000 
Options exercised   (1,320,000)
Balance December 31, 2025   1,815,000 
Options granted   - 
Options exercised   - 
Balance, June 30, 2026   1,815,000 

 

Warrants

 

On May 21, 2025, the Company entered into a Securities Purchase Agreement (the “May Securities Purchase Agreement”) with an institutional investor for a private investment in public equity (the “May PIPE Offering”) of 5,000 shares of its Series A Convertible Preferred Stock par value $0.0001 per share (the “Series A Preferred Stock”), convertible into 8,928,571 shares of Common Stock, at a conversion price of $0.56 per share of Series A Preferred Stock, and an aggregate of 8,928,571 warrants (the “May PIPE Warrants”) to acquire up to 8,928,571 shares of Common Stock, subject to beneficial ownership limitations set by the holder. The purchase price for one unit (consisting of one share of Series A Convertible Preferred Stock convertible into approximately 1,785 shares and the same number of warrants) was $1,000. The May PIPE Warrants issued in the May PIPE Offering are exercisable immediately upon issuance at an exercise price of $0.65 per share and will expire two years from the date of issuance. As of December 31, 2025, all of the Series A Convertible Preferred Stock had been converted into a total of 8,928,571 shares of common stock, and all of the May PIPE Warrants had been exercised for 8,928,571 shares of common stock.

 

In addition, the Company issued to the Placement Agent or its designees the placement agent warrants (the “May Placement Agent Warrants”) to purchase up to an aggregate of 535,715 shares of Common Stock (6.0% of the Common Stock sold in the May PIPE Offering). The Placement Agent Warrants have identical terms as the May PIPE Warrants. In November, 2025, the Placement Agent Warrants were exercised.

 

In addition, pursuant to an Advisory Agreement with an entity associated with American Ventures (the investor in the previously disclosed May 2025 Series A preferred stock offering and disclosed below), the Company issued a warrant to American Ventures (the “American Ventures Warrants”) for 5,360,000 warrants with substantially the same terms as the June PIPE Warrants (as defined below) except that the American Ventures Warrants are exercisable for five years. In November, 2025, the Placement Agent Warrants were exercised using the cashless feature for 3,663,798 shares of common stock.

 

On June 16, 2025, the Company entered into a Securities Purchase Agreement (the “June Securities Purchase Agreement”) with Bravemorning Limited for a private investment in public equity (the “June PIPE Offering”) of 100,000 shares of its Series B Convertible Preferred Stock par value $0.0001 per share (the “Series B Preferred Stock”), convertible into 200,000,000 shares of common stock, par value $0.0001 (the “Common Stock”), at a conversion price of $0.50 per share of Common Stock, and warrants (the “June PIPE Warrants”) to acquire up to 220,000,000 shares of Common Stock. The June PIPE Warrants issued in the June PIPE Offering are exercisable immediately upon issuance at an exercise price of $0.50 per share and will expire two years from the date of issuance. The 100,000 shares of Series B Preferred Stock are referred to herein as the “Preferred Stock Shares.”

 

During June 2025, certain underwriter representatives exercised 47,380 warrants on a cashless basis for the issuance of 18,802 shares of the Company’s common stock.

 

There were no warrants issued or exercised during the six months ended June 30, 2026.

 

The following table sets forth the Warrant activity for the six months ended June 30, 2026 and year ended December 31, 2025:

 

Balance, December 31, 2024   150,000 
Exercise of underwriter warrants   (47,380)
Cashless exercise of consultant warrants   (100,000)
May PIPE Warrants   8,928,571 
Placement Warrants   535,715 
American Venture Warrants   5,360,000 
Exercise of the May PIPE Warrants   (8,928,571)
Exercise of Placement Warrants   (535,715)
Exercise of American Venture Warrants   (5,360,000)
June PIPE Warrants   220,000,000 
Exercise of the June PIPE Warrants   (220,000,000)
Balance, June 30, 2026 and December 31, 2025   2,620