v3.26.1
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS
6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS

NOTE 17OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS

 

Streamex Corp.

 

2023 Long-Term Incentive Plan

 

Stockholders approved the Third Amendment to the Company’s 2023 Long-Term Incentive Plan (the “Incentive Plan Amendment”) on September 5, 2025, increasing the total number of shares authorized for issuance under the plan by 10,359,211 shares, from 4,376,595 shares to 14,735,806 shares. Stockholders approved the Fourth Amendment to the Company’s 2023 Long-Term Incentive Plan on December 30, 2025, increasing the total number of shares authorized for issuance under the plan by 22,494,324 shares, from 14,735,806 shares to 37,230,130 shares.

 

As of June 30, 2026, there were 11,679,915 shares available under the 2023 Long-Term Incentive Plan.

 

Options

 

Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from historical stock prices of the Company. The Company accounts for the expected life of options based on the contractual life of options for non-employees. For employees, the Company accounts for the expected life of options in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options.

 

 

The following table presents information related to stock options as of June 30, 2026:

 

  

Options Outstanding  Options Exercisable 
Exercise  Number of  

Weighted Average

Remaining Life

  

Exercisable

Number of

 
Price  Options   In Years   Options 
$ Under 9.99    2,900,000    8.4    2,900,000 
$ 10.00-19.99    15,000    6.9    15,000 
$ 20.00-49.99    3,000    2.7    3,000 
$ 50.00-69.99    3,000    3.5    3,000 
       2,921,000    8.4    2,921,000 

 

A summary of the stock option activity and related information for the Plan for the six months ended June 30, 2026 is as follows:

 

   Shares   Weighted-Average Exercise Price   Weighted-Average Remaining Contractual Term   Aggregate Intrinsic Value 
Outstanding at January 1, 2026   2,736,000   $0.78    8.7   $6,745 
Issued   250,000   $3.21    9.5    - 
Forfeited/expired   (65,000)  $5.01           
Outstanding at June 30, 2026   2,921,000   $0.89    8.4   $968 
Exercisable at June 30, 2026   2,921,000   $0.89    8.4   $968 

 

The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on options with an exercise price less than the stock price of the Company of $0.85 as of June 30, 2026, which would have been received by the option holders had those option holders exercised their options as of that date.

 

During the six months ended June 30, 2026, the Company granted an aggregate of 250,000 options to purchase common stock at a weighted-average exercise price of $3.21 per share for a term of ten years, which vested immediately and resulted in $770 of stock-based compensation expense, fully recognized during the period.

 

Stock-based compensation expense related to stock options was $0 and $770 for the three and six months ended June 30, 2026, respectively, and $1,036 and $1,076 for the three and six months ended June 30, 2025, respectively, presented within general and administrative expenses. As of June 30, 2026, there was no unrecognized compensation expense related to stock options.

 

In connection with the Company’s May 2025 acquisition of Streamex Exchange, all previously granted equity awards held by the Company’s former Chief Executive Officer and Chairman were accelerated and became fully vested and nonforfeitable as of May 28, 2025, with the post-resignation exercise period extended to the later of the original expiration date or 36 months following the transaction closing. The incremental compensation cost resulting from the modification was recognized in full during the year ended December 31, 2025. No compensation cost related to this modification was recognized during the three or six months ended June 30, 2026 or 2025, and no unrecognized compensation cost related to these awards remained as of June 30, 2026.

 

The fair value of options granted during the six months ended June 30, 2026 was estimated using the Black-Scholes option pricing model with the following assumptions:

 

Assumption  Value 
Weighted average grant date fair value  $3.08 
Expected volatility   124.22%
Risk-free interest rate   4.15%
Expected dividend yield   0%
Expected Term (in years)   10 

 

 

Warrants

 

The following table summarizes information with respect to outstanding warrants to purchase common stock of Streamex Corp. as of June 30, 2026:

  

Exercise Price   Number of Warrants   Expiration Date
$0.3000    11,982   Nov-29
 0.9547    577,916   Sep-28
 3.3640    117,828   Jul-29
 4.0660    25,000   Nov-32
 4.4550    107,483   Jun-28
 4.6626    5,580   Apr-29
 4.9252    49,550   Mar-29
 4.9290    71,593   Mar-29
 5.1358    99,243   Jul-28
 7.1810    83,270   Jul-28
 7.5020    9,846   Jul-28
 7.9630    21,369   Aug-28
 9.0000    21,709   Jun-27
 9.5960    84,390   Jan-29
 10.0992    19,118   Aug-28
 10.2600    51,705   Sep-28
 10.4678    84,296   Sep-28
 11.3000    40,417   Oct-28
 13.2800    96,198   Nov-28
 48.0000    12,500   Jul-26
 61.6000    56,892   Nov-27
      1,647,885    

 

During the six months ended June 30, 2026, the Company issued 54,647 shares of its common stock upon cashless exercise of 87,984 warrants to purchase shares of common stock, pursuant to the formula set forth in such warrants.

 

A summary of the warrant activity for six months ended June 30, 2026 is as follows:

 

   Shares  

Weighted-Average

Exercise Price

  

Weighted-Average

Remaining

Contractual Term

  

Aggregate

Intrinsic Value

 
Outstanding at January 1, 2026   1,735,869   $           6.94    2.8   $1,415 
Issued   -    -    -      
Forfeited/expired   -    -    -    - 
Exercised   (87,984)   0.95    -    - 
Outstanding at June 30, 2026   1,647,885   $7.26    2.3   $7 
                     
Vested and expected to vest at June 30, 2026   1,647,885   $7.26    2.3   $7 
Exercisable at June 30, 2026   1,647,885   $7.26    2.3   $7 

 

The aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on warrants with an exercise price less than the company’s stock price of $0.85 as of June 30, 2026, which would have been received by the warrant holders had those warrant holders exercised their warrants as of that date.

 

 

Restricted Stock Units

 

The following table summarizes the restricted stock activity for the six months ended June 30, 2026:

 

   Number of Shares  

Weighted-Average Grant Date

Fair Value Per Share

 
Restricted shares issued as of January 1, 2026   2,037,500   $5.36 
Granted   12,152,741   $2.39 
Vested and issued   (7,902,471)  $3.13 
Forfeited   (398,500)  $3.40 
Total   5,889,270   $2.37 
Comprised of:          
Vested restricted shares as of June 30, 2026   -   $- 
Unvested restricted shares as of June 30, 2026   5,889,270   $2.37 

 

Stock-based compensation expense related to RSU grants was $7,136 and $31,681 for the three and six months ended June 30, 2026, respectively, and $11,068 and $13,057 for the three and six months ended June 30, 2025, respectively, which is included in general and administrative expenses in the unaudited condensed consolidated statements of operations. As of June 30, 2026, total unrecognized stock-based compensation cost related to unvested RSUs was approximately $19,899, which is expected to be recognized over a weighted-average period of approximately 1.41 years.

 

The following table summarizes the terms of individual RSU grants issued during the six months ended June 30, 2026 that were subject to vesting conditions extending beyond the grant date:

 

Grant Date  Recipient  RSUs Granted   Vesting Terms  GDFV1 
1/1/2026  Third-party consultant   250,000   25,000 immediately; remainder monthly over 36 months  $758 
1/8/2026  Interim Executive Chairman   100,000   4 equal quarterly installments over 1 year   321 
1/8/2026  Chief Executive Officer   1,000,000   100,000 on May 15, 2026; 900,000 in 16 quarterly installments over 4 years   3,210 
1/27/2026  Third-party consultant   125,000   16 quarterly installments over 4 years   456 
3/3/2026  Third-party consultant   425,000   212,500 immediately; 125,000 on Jun 3, 2026; 87,500 on Sep 3, 2026   876 
3/16/2026  Third-party consultant   65,000   5,000 immediately; remainder monthly over 1 year   119 
3/16/2026  Chief Financial Officer   500,000   16 quarterly installments over 4 years commencing April 1, 2026   915 
4/27/2026  Employee   175,000   16 quarterly installments over 4 years commencing July 1, 2026   174 
4/27/2026  Third-party consultant   100,000   4 equal quarterly installments over 1 year commencing July 1, 2026   100 
4/27/2026  Third-party consultant   100,000   50,000 immediately; 25,000 on Oct 27, 2026; 25,000 on Apr 27, 2027   100 
4/28/2026  Chief Investment Officer   2,250,000   1,250,000 in 16 quarterly installments over 4 years; 1,000,000 in specified tranches (Apr 2026–Nov 2026)   2,012 
5/25/2026  Employee   500,000   125,000 immediately; 375,000 equally over 8 quarters (Oct 2026–Jul 2028)   640 
       5,590,000      $9,680 

 

  (1) Grant-date fair value (“GDFV”)

 

 

The table above includes only RSU grants issued during the six months ended June 30, 2026 that were subject to vesting conditions extending beyond the grant date. During the same period, the Company also granted an aggregate of 6,562,741 RSUs that vested immediately upon grant (or were forfeited/terminated) and are therefore excluded from this table. The total RSUs granted during the six months ended June 30, 2026 were 12,152,741, as reflected in the RSU activity table above.

 

Performance-Based Restricted Stock Units

 

During the six months ended June 30, 2026, the Company granted performance-vesting restricted stock units (“PSUs”) to certain executive officers and nonemployee service providers. The PSUs represent the right to receive shares of the Company’s common stock upon the achievement of specified market or performance conditions and the satisfaction of applicable service requirements, subject to certification by the Company’s Board of Directors or its Compensation Committee (the “Committee”). The PSUs are equity-classified and settle solely in shares of the Company’s common stock. No cash settlement alternative exists.

 

GLDY Cumulative Sales PSUs (Performance Condition)

 

On May 1, 2026, the Company granted 1,500,000 PSUs to each of its Chief Executive Officer and Interim Executive Chairman, for an aggregate of 3,000,000 units, under the Company’s 2023 Long-Term Incentive Plan. Each award vests in five equal tranches upon the Company’s achievement of cumulative GLDY sales milestones of $250 million, $500 million, $1 billion, $2 billion, and $3 billion, respectively, in each case subject to the executive’s continuous employment through the applicable vesting date. Any tranche not vested by the tenth anniversary of the grant date is forfeited. These awards replaced time-based restricted stock units previously approved in January 2026 that were cancelled by the Board; no compensation cost had been recognized for the cancelled awards.

 

Cumulative GLDY sales is a company-specific operational metric and therefore represents a performance condition. The grant-date fair value was $1.18 per unit, based on the closing price of the Company’s common stock on the May 1, 2026 grant date, for an aggregate grant-date fair value of approximately $3,540.

 

Compensation cost for performance-condition awards is recognized if and when achievement of the applicable performance condition becomes probable under ASC 718-10-25-20, based on the portion of the awards expected to vest and the requisite service rendered. As of June 30, 2026, management concluded that achievement of none of the applicable milestones was probable, and accordingly no stock-based compensation expense was recognized for these awards during the three or six months ended June 30, 2026.

 

The executives’ employment agreements also provide for one-time awards upon the Company achieving market capitalization milestones of $50 billion, $100 billion, and $500 billion, based on a 30-day volume-weighted average price. These awards had not reached a grant date as of June 30, 2026, and no compensation cost has been recognized.

 

Stock Price-Based PSUs

 

During the six months ended June 30, 2026, the Company granted an aggregate of 900,000 stock price-based PSUs to two service providers under separate agreements. On February 1, 2026, the Company granted 500,000 PSUs to a third-party consultant, vesting in five tranches upon the Company’s common stock achieving closing-price milestones ranging from $5.00 to $12.00. On March 3, 2026, the Company granted 400,000 PSUs to a nonemployee service provider engaged as the Company’s Head of Investor Relations – Europe, vesting in six tranches upon the Company’s common stock achieving closing prices of $5.00, $6.00, $7.00, $8.00, $10.00 and $15.00. Each award vests subject to the grantee’s continuous service through the Committee’s certification of the applicable milestone, is equity-classified, and settles solely in shares of the Company’s common stock.

 

 

The stock-price targets represent market conditions. In accordance with ASC 718, the effect of the market conditions is reflected in the grant-date fair value of the awards, which was estimated using a Monte Carlo simulation with the following significant assumptions:

Assumption  Value 
Grant-date stock price  $2.06 – $3.58 
Stock price milestones  $5.00 – $15.00 
Expected volatility   152.9% – 153.7%
Risk-free interest rate   3.72% – 3.83%
Expected dividend yield   0.00%
Derived service periods (range)   3.438.84 years 

 

The aggregate grant-date fair value of the 900,000 stock price-based PSUs was approximately $2,605, consisting of $1,778 for the February 2026 award, with a weighted-average grant-date fair value of $3.56 per unit, and $827 for the March 2026 award, with a weighted-average grant-date fair value of $2.07 per unit. Compensation cost is recognized on a straight-line basis over each tranche’s derived service period, regardless of whether the applicable market condition is achieved, and previously recognized compensation cost is not reversed for failure to achieve a market condition, provided that the requisite service is rendered.

 

The Company recognized approximately $54 of compensation cost related to the February 2026 award during the three months ended March 31, 2026. Following termination of the consulting agreement effective April 2026, all related unvested PSUs were forfeited and the previously recognized compensation cost of approximately $54 was reversed during the three months ended June 30, 2026, consistent with the Company’s policy of accounting for forfeitures as they occur. No unrecognized compensation cost related to that award remained as of June 30, 2026.

 

For the March 2026 award, the Company recognized compensation cost of approximately $27 and $35 during the three and six months ended June 30, 2026, respectively. Unrecognized compensation cost related to that award was approximately $792 as of June 30, 2026 and is expected to be recognized over a weighted-average period of approximately 7.4 years.

 

AUM-Based PSUs

 

On March 16, 2026, the Company granted up to 1,000,000 PSUs to a third-party consultant, vesting upon the achievement of assets under management (“AUM”) milestones related to a planned commodity-linked investment product: (i) 50,000 units upon fund launch, subject to a dollar cap of $150; (ii) 100,000 units when AUM exceeds $500 million, subject to a dollar cap of $350; and (iii) 850,000 units when AUM exceeds $1 billion, subject to a dollar cap of $3,000. The number of shares issuable under each tranche is the lesser of the fixed share amount or the applicable dollar cap divided by the fair value per share on the applicable vesting date. The award is equity-classified and indexed to the Company’s own stock.

 

These PSUs contain performance conditions under ASC 718. The grant-date fair value was $1.83 per unit, based on the closing price of the Company’s common stock on the March 16, 2026 grant date, for an aggregate grant-date fair value of approximately $1,830, subject to a maximum aggregate dollar cap of $3,500. Compensation cost is recognized if and when achievement of the applicable performance condition becomes probable under ASC 718-10-25-20, based on the portion of the awards expected to vest and the requisite service rendered. As of June 30, 2026, the underlying fund had not launched and management concluded that achievement of none of the applicable milestones was probable. Accordingly, no stock-based compensation expense was recognized for these awards during the three or six months ended June 30, 2026.

 

The following table summarizes PSU activity for the six months ended June 30, 2026:

 

  

PSUs -

Stock Price

  

PSUs -

AUM

  

PSUs -

GLDY Sales

  

Total

PSUs

 
Nonvested as of December 31, 2025   -    -    -    - 
Granted   900,000    1,000,000    3,000,000    4,900,000 
Vested and issued   -    -    -    - 
Canceled / forfeited   (500,000)   -    -    (500,000)
Nonvested as of June 30, 2026   400,000    1,000,000    3,000,000    4,400,000 

 

 

The table above excludes (i) performance-based restricted stock units tied to organic gross revenue growth targets, under which certain consultants may earn additional units annually based on achievement of annual revenue growth targets established and certified by the Committee, because the number of units issuable is not determinable until the applicable targets are established, (ii) an award of up to 300,000 performance-based restricted stock units to an employee for which the performance metrics have not yet been established, which had not reached a grant date under ASC 718 as of June 30, 2026, and (iii) proposed PSU awards to four third-party consultants involving an aggregate of up to approximately 910,000 units tied to cumulative gross revenue and token-related performance milestones, because those awards had not been approved by the Board of Directors or the Committee as of June 30, 2026 and therefore had not reached a grant date under ASC 718.

 

ViralClear Pharmaceuticals, Inc.

 

2019 Long-Term Incentive Plan

 

There are 2,915,071 shares remaining available for future issuance of awards under the terms of the ViralClear Plan.

 

Warrants (ViralClear)

 

A summary of the warrant activity for six months ended June 30, 2026 is as follows:

 

           Weighted-Average 
       Weighted-Average   Remaining 
   Shares   Exercise Price   Contractual Term 
Outstanding at January 1, 2026        473,772   $     5.00    1.9 
Forfeited/expired   -    -    - 
Outstanding at June 30, 2026   473,772   $5.00    1.4 
Exercisable at June 30, 2026   473,772   $5.00    1.4 

 

The following table presents information related to warrants (ViralClear) at June 30, 2026:

 

Exercise   Number   Expiration
Price   Outstanding   Date
$5.00    473,772   November 2027

 

Restricted stock units (ViralClear)

 

The following table summarizes the restricted stock activity for the six months ended June 30, 2026:

 

 

Restricted shares outstanding at January 1, 2026:   678,679 
Forfeited   - 
Total restricted shares outstanding at June 30, 2026:   678,679 
      
Comprised of:     
Vested restricted shares as of June 30, 2026   678,679 
Unvested restricted shares as of June 30, 2026   - 
Total   678,679 

 

BioSig AI Sciences, Inc.

 

Warrants (BioSig AI)

 

The following table summarizes information with respect to outstanding warrants to purchase common stock of BioSig AI at June 30, 2026:

 

Exercise   Number   Expiration
Price   Outstanding   Date
$1.00    130,500   June-July 2028