Preferred Stock

The Company’s certificate of incorporation authorized the Company to issue 25,000,000 shares of Preferred Stock, $0.0001 par value.

On December 28, 2017, a Certificate of Designations was approved by the board of directors that authorized the issuance of 7,500,000 shares of Series A Convertible Preferred Stock, of which 5,151,125 were issued and then subsequently converted into shares of common stock on August 10, 2020. Once converted into shares of common stock, the provisions of the Certificate of Designations do not allow for the re-issuance of such shares of Series A Convertible Preferred Stock.

On December 26, 2024, a Certificate of Designations was approved by the board of directors that authorized the issuance of 2,600,000 shares of Series B Convertible Preferred Stock. On December 29, 2024, an amended and restated Certificate of Designations was approved by the board of directors that authorized the issuance of 2,900,000 shares of Series B Convertible Preferred Stock (an increase of 300,000 shares), among other terms and conditions. The Certificate of Designations provided for anti-dilution protection and included a provision that all shares of Series B Convertible Preferred Stock will convert to their common stock equivalent, at a ratio of one share of Series B Convertible Preferred Stock equals one share of Common Stock, subject to adjustments for dividends, splits and/or anti-dilution, as of December 31, 2025. All 2,407,785 shares of Series B Convertible Preferred Stock converted to common stock on December 31, 2025.

2025 Issuances:

During the year ended December 31, 2025, the Company issued the following shares of preferred stock:

2026 Issuances:

During the six-months ended June 30, 2026, the Company issued no shares of preferred stock.

There were no shares of Series A Convertible Preferred Stock outstanding as of June 30, 2026, or December 31, 2025, and no shares of Series B Convertible Preferred Stock outstanding as of June 30, 2026, and December 31, 2025, respectively.

Common Stock

The Company’s certificate of incorporation authorizes the Company to issue 100,000,000 shares of $0.0001 par value common stock. As of June 30, 2026 and December 31, 2025, there were 57,972,430 and 56,409,930 shares of common stock issued and outstanding. Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders.

2025 Issuances:

During the year ended December 31, 2025, the Company issued the following shares of common stock:

2026 Issuances:

During the six-months ended June 30, 2026, the Company issued the following shares of common stock:

Stock Options and Restricted Stock Units

On April 26, 2022, the board adopted, and by shareholder consent achieved on April 29, 2022, the shareholders approved the Company’s 2022 Equity Incentive Plan (the “2022 Plan”), which allows awards for up to 5,850,000 options to purchase 5,850,000 shares of its Common Stock at prevailing fair value exercise prices at the time of each award. There were 5,611,254 options to purchase 5,611,254 shares of its Common Stock, net of forfeitures, awarded under the 2022 Plan as of June 30, 2026. The purposes of the 2022 Plan are (i) to attract and retain the best available personnel for positions of substantial responsibility, (ii) to provide additional incentives to Employees, Directors, and Consultants, and (iii) to promote the success of the Company’s business.

On May 24, 2022, the Company granted stock options to purchase an aggregate of 5,025,000 shares to officers/management, advisors, and directors at an exercise price of $0.20. The options vest quarterly starting on June 30, 2022, for 25% of the granted shares and then the remainder in equal installments over a one-and-one-half-year period and expire in 10 years from the date of the grant.

On June 1, 2022, the Company granted stock options to purchase an aggregate of 80,004 shares to an advisor at an exercise price of $0.20. The options vest quarterly in equal installments over a one-year period and expire 10 years from the date of grant.

On July 15, 2022, the Company granted stock options to purchase an aggregate of 450,000 shares to an officer at an exercise price of $0.20. The options vest quarterly starting on September 30, 2022, for 25% of the granted shares and then the remainder in equal installments over a three-quarter year period and expire in 10 years from the date of grant.

On July 28, 2022, the Company granted stock options to purchase an aggregate of 150,000 shares to an officer/director at an exercise price of $0.20. The options vest quarterly starting on September 30, 2022, for 12.5% of the granted shares and then the remainder in equal installments over a one-and-three-quarter-year period and expire in 10 years from the date of grant.

On June 29, 2023, the board of directors adopted, and by shareholder consent achieved on June 30, 2023, the shareholders approved the Company’s 2023 Equity Incentive Plan (the “2023 Plan”), which allows awards for up to 1,963,746 options to purchase 1,963,746 shares of its common stock at prevailing fair value exercise prices at the time of each award. There were 1,870,000 options to purchase 1,870,000 shares of its common stock awarded under the 2023 Plan as of June 30, 2026. The purposes of the 2023 Plan were (i) to attract and retain the best available personnel for positions of substantial responsibility, (ii) to provide additional incentives to Employees, Directors, and Consultants, and (iii) to promote the success of the Company’s business.

On July 1, 2023, the Company granted stock options to purchase an aggregate of 750,000 shares to officers/management and directors at an exercise price of $0.26. The options vest quarterly starting on October 1, 2023, in equal installments over a two-year period and expire in 10 years from the date of grant.

On July 7, 2023, the Company granted stock options to purchase an aggregate of 300,000 shares to directors at an exercise price of $0.26. The options vest quarterly starting on October 1, 2023, for 12.5% of the granted shares and then the remainder in equal installments over a one-and-one-half-year period and expire in 10 years from the date of grant.

On January 25, 2024, the Company granted stock options to purchase an aggregate of 75,000 shares to advisory board members at an exercise price of $0.26. The options vest quarterly starting on March 31, 2024, for 25% of the granted shares and then the remainder in equal installments at each quarter-end through the end of 2024 and expire in 10 years from the date of grant.

On February 13, 2024, the Company granted stock options to purchase an aggregate of 50,000 shares to an advisory board member at an exercise price of $0.26. The options vest quarterly starting on March 31, 2024, for 25% of the granted shares and then the remainder in equal installments at each quarter-end through the end of 2024 and expire in 10 years from the date of grant.

On January 17, 2025, the Company granted stock options to purchase an aggregate of 645,000 shares to officers/management, directors, contractors and advisory board members at an exercise price of $0.50. The 570,000 options awarded to officers/management, directors and contractors vest quarterly starting on March 31, 2025, for 12.5% of the granted shares and then the remainder in equal installments at each quarter-end through the end of 2026 and expire 10 years from the date of grant. The 75,000 options awarded to advisory board members vest quarterly starting on March 31, 2025, for 25% of the granted shares and then the remainder in equal installments at each quarter-end through the end of 2025 and expire in 10 years from the date of grant.

On July 29, 2025, the Company granted stock options to purchase an aggregate of 50,000 shares to a director at an exercise price of $0.37. The 50,000 options awarded to the director vested in full immediately upon award and expire in 10 years from the date of grant.

On July 24, 2025, the board of directors approved, and by shareholder consent achieved on August 27, 2025, the shareholders adopted the Company’s 2025 Equity Incentive Plan (the “2025 Plan”), which allows awards for up to 5,000,000 shares of its common stock to be awarded in various equity incentive formats at prevailing fair value exercise prices at the time of each award. There were 500,000 Restricted Stock Units (RSUs) related to its common stock awarded under the 2025 Plan as of June 30, 2026. The purposes of the 2025 Plan are (i) to attract and retain the best available personnel for positions of substantial responsibility, (ii) to provide additional incentives to Employees, Directors, and Consultants, and (iii) to promote the success of the Company’s business.

On August 28, 2025, the Company granted 500,000 RSUs related to its common stock to a director. The RSUs all vest on July 27, 2027, assuming the Plan Administrator has not accelerated the vesting for any reason and the director is still actively delivering services under the Consulting and Advisory Agreement between director and Company.

Stock Options:

The fair value of the options granted was estimated on the date of grant using the Black-Scholes options pricing model, with the following weighted average assumptions:

During the six-months ended June 30, 2026, and June 30, 2025, the Company recorded option-related stock-based compensation expenses of $49,208 and $110,435, respectively, and during the three-months ended June 30, 2026, and June 30, 2025, the Company recorded option-related stock-based compensation expenses of $24,604 and $55,219, respectively. As of June 30, 2026, the unamortized stock option expense was $49,208. The Company’s stock options had an intrinsic value of $14,520,133, based on the OTCQB published closing price for (OTCQB: COBA) of $2.190 per share as of June 30, 2026, which may not be indicative of the fair market value of the stock options given the limited historical volumes traded and the volatility of the underlying shares as of that date. Stock-based compensation expense is measured at the date of grant, based on the fair value of the award, and is recognized over the vesting period of the option. The Company recognizes forfeitures in stock-based compensation expense as they occur.

A summary of the changes in stock options outstanding at June 30, 2026, are presented below:

The Company has the following options outstanding and exercisable at June 30, 2026 and 2025:

Restricted Stock Units (RSUs):

The fair value of the 500,000 RSUs granted was $217,500, based on the closing price of $0.435 per share on the grant date of August 28, 2025.

During the six-months ended June 30, 2026 and June 30, 2025, the Company recorded RSU-related stock-based compensation expenses of $56,410 and $-0-, respectively, and during the three-months ended June 30, 2026 and June 30, 2025, the Company recorded RSU-related stock-based compensation expenses of $28,205 and $-0-, respectively. As of June 30, 2026, the unamortized RSU expense was $121,883. The Company’s RSUs had an intrinsic value of $1,095,000, based on the OTCQB published closing price of $2.19 per share as of June 30, 2026, which may not be indicative of the true market value of the stock options given the limited historical volumes traded and the volatility of the underlying shares as of that date. Stock-based compensation expense is measured at the date of grant, based on the fair value of the award, and is recognized over the vesting period of the option. The Company recognizes forfeitures in stock-based compensation expense as they occur.