VTI has two stock option plans. There is also a legacy Reshape plan that was still in effect at the time of the Merger. The Company converted these plans into a comprehensive VHI plan in the first quarter of 2026. All share amounts have been adjusted to reflect the stock split discussed above. All share amounts have been adjusted to reflect the stock split discussed above.

2025 VHI PLAN

On October 27, 2025, the stockholders of the Company approved the adoption of the 2025 Equity Incentive Plan (the “VHI Plan”), which was adopted by the Board of Directors on October 2, 2025 and replaced the prior Equity Incentive Plan. Under the 2025 Equity Incentive Plan, 2,000,000 shares of our common stock are available for issuance pursuant to future grants or awards.

In February 2026, VHI issued stock options to employees, board members and consultants to purchase 1,725,211 shares of common stock at $0.66 per share and 75,400 shares of common stock at $4.97 per share. The majority of such shares vest immediately, with the remaining vesting over various periods up to 4 years. These options have a 10-year life. Shares previously outstanding from the VTI 2025 and 2018 plans were cancelled, and were replaced by the 1,725,211 shares granted in the six months ended June 30, 2026 which were adjusted to reflect the impact of the share exchange ratio to provide the same economic value as the option holders previously held. The Company considered the share exchange a “modification” of the stock option under ASC 718, however the incremental value of the newly issued options was immaterial.

The Company has estimated the fair value of the 2026 stock option awards as of the date of grant by applying the Black-Scholes option-pricing model using the following assumptions:

The summary of stock option activity of the VHI Plan for the six months ended June 30, 2026 is as follows:

2018 ESOP PLAN

On December 14, 2018, VTI authorized an Employee Stock Option Plan 2018 (the “ESOP Plan”) under which 1,719,720 shares of common stock were reserved for issuance to directors, consultants, and employees of the Company. The ESOP plan entitles directors, consultants, and employees of the Company to purchase common stock for each option of the Company at a stipulated price, subject to compliance with vesting conditions, including employees remaining in employment during the vesting period, and directors and consultants continuing to render services during the vesting period. The options of directors and consultants vest as per the schedule prescribed in the grant letter. These can be exercised any time after the vesting period and during the optionee’s tenure with the VTI. However, the exercise period lapses ninety (90) days after the employee, director, or consultant leaves the Company.

The last issuance of an option under the ESOP Plan was in 2024. The summary of stock options activity for the six months ended June 30, 2026 and the year ended December 31, 2025, is as follows:

The following outlines the outstanding and vested stock options by exercise price as of December 31, 2025. There were no options outstanding at June 30, 2026.

2025 Stock Option Plan

In August 2025, VTI authorized an Employee Stock Option Plan 2025 (the “2025 Plan”) under which 2,800,000 shares of common stock were reserved for issuance to directors, consultants, and employees of the Company. The 2025 Plan entitles directors, consultants, and employees of the Company to purchase common stock of VTI at a stipulated price, subject to compliance with vesting conditions including employees remaining in employment during the vesting period and directors and consultants continuing to render services during the vesting period. The options of directors and consultants vest as per the schedule prescribed in the grant letter. These can be exercised any time after the vesting period and during their tenure with the Company. However, the exercise period lapses ninety (90) days after the employee, director or consultant leaves the Company.

In August 2025, VTI issued stock options to employees, consultants, board members, and others to purchase 2,705,779 shares of VTI common stock at an exercise price of $0.41 per share, which vest immediately and 57,122 shares of VTI common stock at an exercise price of $0.41 per share, which vest over a one-year period from the date of grant to employees.

The Company has estimated the fair value of the 2025 stock option awards as of the date of grant by applying the Black-Scholes option-pricing model using the following assumptions:

The summary of stock option activity of the 2025 Plan for the year ended December 31, 2025 and the six months ended June 30, 2026 is as follows:

The Company recognized $16,747 and $0 of stock-based compensation expense from all three plans which is included in Research and Development and Selling, General and Administrative Expenses based on allocation in the Company’s Consolidated Statements of Operations and Comprehensive Loss for the six-month period ended June 30, 2026 and 2025. As of June 30, 2026, there is a future compensation cost of approximately $119,000 to be recognized related to stock options granted under the 2025 VHI Plan over the next 41 months. The intrinsic value of vested and outstanding stock options was approximately $2.3 million as at June 30, 2026.

Legacy Reshape Plans

At the time of the Merger, the following fully vested options and warrants were outstanding.