8. SHARE-BASED COMPENSATION

In August 2021, Limited adopted the 2021 Omnibus Equity Incentive Plan (the “Incentive Plan”). The Incentive Plan provides that the Company may grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, and Other Share-Based Awards to selected employees, directors, and independent contractors of the Company.

Each Award shall be exercisable at such time or times and subject to such terms and conditions set forth in the Incentive Plan, as shall be determined by the administrator in the applicable award agreement. Total shares authorized by the Incentive Plan was 2,500,000. Awards under the Incentive Plan are exercisable for up to 10 years from the date of issuance. There are 268,256 remaining available shares to be issued under the Incentive Plan at June 30, 2026. The number of shares of Common Stock that are reserved and available for issuance under the Incentive Plan shall be subject to an annual increase on the first day of each calendar year beginning with the first January 1 following the effective date and ending with the last January 1 during the initial ten-year term of the Incentive Plan as defined in Section 4(a) of the Incentive Plan.

Options

The Company issued 608,500 options during the first quarter of 2025 for employees, directors and non-employees under the Incentive Plan. The options granted had an exercise price of $2.13 and $0.52 and expire on the ten-year anniversary of the grant date.

Modification of options

On January 3, 2025, the remuneration committee board of directors approved an amendment to 294,500 performance related previously unvested options issued to management, as the refocus of the Company meant that the options would not meet the vesting conditions that were set out. 294,500 replacement options were issued concurrently with time-based vesting conditions, the number of options issued and the exercise price remained the same at $2.13.

The fair value of the modified options at the date of modification was determined using the Black-Scholes option pricing model. The fair value of the performance based option charged immediately prior to the modification was $0 (as it was improbable that the vesting conditions would be met), so the incremental fair value is therefore equal to the fair value of the modified award (the value of the modified award compared to its prior zero value) and is recognized over the vesting period of the replacement award.

For the six months ended June 30, 2026, stock option activity for time-based options of the Company is as follows:

 SCHEDULE OF STOCK OPTION ACTIVITY 

For the six months ended June 30, 2025, stock option activity for time-based options of the Company is as follows:

The fair value of the modified options was determined using the same models and principles as described above.

For the six months ended June 30, 2026, stock option activity for performance-based options of the Company is as follows:

 SCHEDULE OF STOCK OPTION ACTIVITY 

For the six months ended June 30, 2025, stock option activity for performance-based options of the Company are as follows:

The aggregate intrinsic value is calculated as the difference between the estimated fair value of the underlying common stock as of June 30, 2026 and the option exercise price.

Total share-based compensation was approximately $7,303 and $23,241, respectively, for the three months ended June 30, 2026 and 2025, respectively. For the six months ended June 30, 2026 and 2025, respectively, share-based compensation was approximately $22,464 and $41,348, respectively.

Total share-based compensation expense is included in General and Administrative expenses on the Condensed Consolidated Statement of Operations and Other Comprehensive Income/(Loss).

The weighted average grant date fair value for stock options granted during the six months ended June 30, 2026 is $0. The weighted average grant date fair value for stock options granted during the six months ended June 30, 2025 is $0.10. The performance-based and time-based stock options are equity-classified.

The Company uses the Black-Scholes option pricing model to estimate the fair value of the option awards. The table below summarizes the resulting weighted average inputs used to calculate the estimated fair value of options awarded for the six months ended June 30, 2025. No options were awarded for the six months ended June 30, 2026.

 SCHEDULE OF STOCK VALUATION ASSUMPTIONS 

The risk-free interest rate assumption is determined using the yield currently available on U.S. Treasury zero- coupon issues with a remaining term commensurate with the expected term of the award. The Company has historically been a private company and lacks company-specific historical and implied volatility information. Management has estimated expected volatility based on similar public companies. Expected life of the option represents the period of time options are expected to be outstanding. The estimate for dividend yield is 0% because the Company has not historically paid, and does not intend to pay, a dividend on common stock in the foreseeable future.

As of June 30, 2026, there was $428,057 unrecognized compensation expense related to options. $29,502 of this cost is subject to time-based conditions, and is to be recognized over a period of approximately 2.48 years. The remaining $398,555 of unrecognized compensation expense relates to performance-based conditions for unvested options. These costs are expected to be recognized over the required service period once the performance condition has occurred or becomes probable. Compensation costs related to the performance stock options are evaluated at each reporting period and subsequently adjusted for changes in the expected outcomes of the performance conditions.

As of June 30, 2025, there was $497,867 unrecognized compensation expense related to options. $99,314 of this cost is subject to time-based conditions, and is to be recognized over a period of approximately 3.17 years. The remaining $398,555 of unrecognized compensation expense relates to performance-based conditions for unvested options. These costs are expected to be recognized over the required service period once the performance condition has occurred or becomes probable. Compensation costs related to the performance stock options are evaluated at each reporting period and subsequently adjusted for changes in the expected outcomes of the performance conditions.

Warrants

There were no warrants issued during the three months ended June 30, 2026 or 2025.

For the six months ended June 30, 2026, warrant activity of the Company are as follows:

  SCHEDULE OF WARRANTS OUTSTANDING 

For the six months ended June 30, 2025, warrant activity of the Company are as follows:

There was no share-based compensation expense recognized during the six months ended June 30, 2026 and 2025 for warrants.

As of June 30, 2026 and December 31, 2025, there was $232,490 of total performance-based unrecognized compensation costs related to unvested common stock warrants. These costs are expected to be recognized once the performance condition has occurred or becomes probable.