v3.26.1
Stockholders’ Equity (Deficit)
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Stockholders’ Equity (Deficit)

Note 6 – Stockholders’ Equity (Deficit)

 

Common Stock

 

The Company is authorized to issue 500,000,000 shares of common stock and 5,000,000 shares of preferred stock. The Company had 664,670 shares of common stock issued and outstanding as of June 30, 2026. There was no preferred stock issued and outstanding as of June 30, 2026.

 

On May 20, 2026, the Company entered into a Securities Purchase Agreement with investors (the “Investors”), pursuant to which the Company sold, in a registered direct offering by the Company directly to the Investors (the “Offering”), 95,238 shares of common stock of the Company at a price of $21.00 per share, for aggregate gross proceeds to the Company of approximately $2.0 million. Placement agent fees were $140,000 and proceeds before offering expenses were $1,860,000.

 

On October 24, 2025, the Company entered into a Standby Equity Purchase Agreement (“SEPA”) and related Registration Rights Agreement with YA II PN, Ltd. (“Yorkville”), providing the Company the right, but not the obligation, to sell up to $20.0 million of common stock from time to time, subject to customary conditions, including an effective resale registration statement. Since inception and through June 30, 2026, we have issued and sold approximately 77,546 shares of common stock to Yorkville pursuant to the SEPA, including shares of common stock issued in connection with the settlement of Prepaid Advances and 1,519 shares of common stock upon conversion of the Convertible Notes, for aggregate net proceeds to us of $2,937,948.

 

Equity Awards and Compensation Arrangements

 

On June 5, 2026, the Company entered into Amendment No. 3 to Alison Silva’s employment agreement, appointing Ms. Silva as Chief Operating Officer and President and increasing her base salary to $340,200 from $315,000. In connection with the amendment, on June 2, 2026, the Board approved a one-time option grant to Ms. Silva to purchase up to 8,000 shares of common stock under the 2025 Equity Incentive Plan, vesting over three years commencing September 2, 2026 in equal quarterly installments.

 

On June 2, 2026, the Compensation Committee approved stock option grants to each independent non-employee director to purchase up to 1,333 shares of common stock under the 2025 Equity Incentive Plan, vesting over three years commencing September 2, 2026 in equal quarterly installments.

 

On June 2, 2026, the Board approved 28,820 stock options to executive officers under the 2025 Equity Incentive Plan. The Board also approved a one-time option grant to the Chief Financial Officer to purchase up to 2,666 shares of common stock. Each grant vests over three years commencing September 2, 2026 in equal quarterly installments.

 

 

On June 29, 2026, in connection with his appointment to the Board of Directors, the Company granted Tomas J. Philipson, Ph.D. options to purchase an aggregate of 7,152 shares of common stock under the 2025 Equity Incentive Plan. The grants consisted of (i) an option to purchase 1,200 shares in connection with his appointment and (ii) an option to purchase 5,952 shares in lieu of the annual cash retainer and committee fees otherwise payable for his service on the Board and its committees. The options have an exercise price equal to the fair market value of the Company’s common stock on the grant date and vest in equal quarterly installments over 36 months, subject to Dr. Philipson’s continued service as a director.

 

During the six months ended June 30, 2026, the Company issued 667 shares of Common Stock, with an aggregate fair value of $46,750, as consideration for services rendered related to media and investor relations activities, strategic communications support, enhancement to the Company’s market visibility and shareholder engagement. The fair value of the shares issued was determined based on the market price of the Company’s Common Stock at the date of issuance and is included in general and administrative expenses in the accompanying condensed statement of operations.

 

Service Agreement

 

On June 3, 2024, The Company entered into service agreements with three separate entities, each with a 36-month term. In connection therewith the Company issued an aggregate of 46,500 restricted shares of Common Stock, 15,500 ratably to each entity with an aggregate fair value at issuance totaling $4,638,375 which were registered upon the closing of the IPO in December 2024. In addition, each of the entities agreed to and ultimately purchased 500 shares of the Company’s Common Stock at a purchase price of $99.75 per share prior to the effective date of the IPO, resulting in aggregate proceeds of $150,000.

 

Pursuant to the agreements, the counterparties are obligated to perform certain services, as defined, and the Company is recognizing the fair value of the issued restricted shares as compensation expense over the 36-month term, the requisite service period. During the three months ended June 30, 2026 and 2025, the Company recorded compensation expense of $380,183 in each period, related to the agreement, which is included in general and administrative expenses in the accompanying condensed statements of operations.

 

Stock Options

 

On April 2, 2026, the Company granted an aggregate of 2,666 stock options to two consultants with an exercise price of $27.75 per share and a grant date fair value of $73,982. The stock options have a 10-year term and 25% of the stock options vest immediately on the grant date, with 2,000 options vesting in equal monthly installments over 36 months. On June 2, 2026, the Company also issued 46,690 stock options to executive officers, board members, and certain employees with an exercise price of $20.85 per share and a grant date fair value of $973,487. The stock options have a 10-year term and 25% of the stock options vest commencing from September 2, 2026, in equal quarterly installments over 36 months. On June 29, 2026, the Company also issued 7,152 stock options to a new board of director member with an exercise price of $21.00 per share and a grant date fair value of $150,192. The stock options have a 10-year term and vest in equal quarterly installments over 36 months.

 

The significant inputs utilized to determine the grant date fair value of stock options issued during the six month periods ended June 30, 2026, and 2025 were as follows:

 

   June 30,   June 30, 
   2026   2025 
Dividend Yield   0%   0%
Weighted average expected term (years)   6.25    5.38 
Volatility   173-179%   101.98%
Risk-free rate   4.31-4.46%   4.18%
Weighted average exercise price  $0.28   $0.97 

 

A summary of activity for the six months ended June 30, 2026, after giving effect to the Reverse Stock Split, is presented below:

 

   Number of
Options		   Weighted
Average
Exercise Price		   Weighted
Average
Contractual
Term (Years)		   Aggregate
Intrinsic
Value		 
Outstanding as of December 31, 2025   156,331   $77.56    5.4   $1,772,167 
Granted   56,502    21.19           
Exercised   (9,000)   0.61           
Forfeited   -    -           
Outstanding as of June 30, 2026   203,833    65.33    6.6    - 
Exercisable as of June 30, 2026   138,395    81.50    5.0    - 

 

The following table summarized information about employee stock options outstanding as of June 30, 2026:

 

    Outstanding Options   Vested Options 
Exercise Price   Number Outstanding at June 30, 2026    Weighted Average Remaining Life   Number Exercisable at June 30, 2026   Weighted Average Remaining Life 
$20.85    46,684    9.94    -    - 
$21.00    7,152    10.00    -    - 
$27.65    2,666    9.76    832    9.76 
$55.47    22,099    2.57    22,099    2.57 
$60.00    37,109    2.80    37,109    2.80 
$72.75    3,333    8.92    2,137    8.92 
$89.25    4,765    9.01    -    - 
$92.25    6,461    9.19    2,654    9.19 
$100.00    72,814    6.58    72,814    6.58 
$162.00    750    4.96    750    4.96 
      203,833    6.56    138,395    5.02 

 

For the six months ended June 30, 2026, the Company recognized stock-based compensation expense of $991,989, consisting of $945,239 related to stock options and $46,750 related to shares issued for services.

 

Restricted Stock Units

 

On April 30, 2026, the Company granted Victoria Silvstedt 1,333 restricted stock units under the 2025 Equity Incentive Plan, with each restricted stock unit representing the right to receive one share of the Company’s common stock. Twenty-five percent of the award vested on the grant date, and the remaining restricted stock units vest in four equal quarterly installments through April 30, 2027, subject to continued service. As of June 30, 2026, 1,333 shares were outstanding, of which 333 were vested and 1,000 were unvested.

 

There was $1,681,992 unrecognized stock-based compensation expense as of June 30, 2026, which will be recognized over a period of approximately 2.6 years.