v3.26.1
WARRANTS
6 Months Ended
Jun. 30, 2026
Warrants  
WARRANTS

NOTE F - WARRANTS

 

During the year ended December 31, 2025, the Company issued 1) warrants to purchase 100,000 shares of common stock each to two consultants at an exercise price of $3.00 per share, with 50,000 vesting immediately and 50,000 vesting over one year, and 2) warrants to purchase 50,000 shares of common stock to a consultant pursuant to a Consulting Agreement at an exercise price of $3.20 per share, all of which vested immediately. The Consulting Agreement also provided for additional warrants to purchase 100,000 shares of common stock which were potentially issuable in the future pursuant to certain milestones, but the Consulting Agreement with the consultant was terminated by mutual agreement prior to issuance of the additional warrants.

 

Effective January 1, 2026, the Company entered into an employment agreement (“Employment Agreement”) with M. Cory Zwerling to serve as its chief financial officer, which provided that Mr. Zwerling was entitled to receive warrants as compensation for his services. Under the Employment Agreement Mr. Zwerling was entitled to received 1) warrants to purchase 100,000 shares of common stock which were fully vested upon issuance, and 2) the potential to receive, upon the achievement of stated milestones, an additional grants of warrants to purchase an aggregate of 100,000 shares of common stock, all exercisable at $3.20 per share. Mr. Zwerling resigned in March 2026. To date, no warrants have been issued under the Employment Agreement.

 

In June 2026, the Company issued warrants to two consultants for the purchase of an aggregate of 150,000 shares of common stock at $3.00 per share and a 3 year expiry.

 

The following table summarizes warrant activity through June 30, 2026:

 

   Warrants Issued  

Weighted-Average

Exercise Price

 
         
Warrants outstanding – December 31, 2024 (audited)   1,650,000   $1.10 
Granted   250,000    3.12 
Canceled and expired   (100,000)   3.20 
Exercised   -    - 
Warrants outstanding – December 31, 2025 (audited)   1,800,000   $2.85 
Granted   150,000    3.00 
Canceled and expired   -    - 
Exercised   -    - 
Warrants outstanding – June 30, 2026   1,950,000   $2.86 

 

 

Additional information regarding the warrants outstanding as of June 30, 2026 is as follows:

 

Exercise Price  

Number

Outstanding

  

Weighted Average

Remaining

Contractual Life

  

Number

Exercisable

 
$1.10    150,000    2.1 Years    150,000 
$3.20    50,000    2.5 years    50,000 
$3.00    1,750,000    7.9 Years    1,287,499 
      1,950,000         1,487,499 

 

The fair value of such warrants was estimated on the date of grant to be $1.16 - $1.19 per share using the Black-Scholes option-pricing model with the following assumption weighted-averages in 2026 and 2025:

 

    2026    

2025

 
Risk-free interest rates     4.08 %    4.12 - 4.32%
Expected life in years    

3.0

     3.0 
Expected volatility    

90

%    90%
Expected dividend yield    

0

%    0%
Fair value common stock   $

2.25

    $2.25 

 

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. Management has estimated expected volatility based on similar comparable industry sector averages. 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 its common stock in the foreseeable future.

 

The Company recognized stock-based compensation expense of $234,798 and $435,210 in the six months ended June 30, 2026 and 2025, respectively, related to warrants which is included in the accompanying consolidated statements of operations. At June 30, 2026, there is $163,239 remaining compensation expense to be recognized through June 2027.

 

Pre-funded Warrant

 

On December 27, 2021, the Company entered into an exchange agreement with Sanovas Ophthalmology (the “Exchange Agreement”) pursuant to which it exchanged 28,014,540 shares of common stock (the “Exchange Securities”) held by Sanovas Ophthalmology for a pre-funded warrant (the “Pre-funded Warrant”) to purchase up to an aggregate of 28,014,540 shares of the Company’s common stock. The Pre-funded Warrant is exercisable at an exercise price of $0.0001 per share and terminates when exercised in full. As part of the Exchange Agreement, Sanovas Ophthalmology relinquished any and all rights related to the Exchange Securities.

 

In February 2025, the Exchange Agreement was amended such that the Pre-funded Warrant may not be exercised prior to the earlier of February 1, 2030 or the third anniversary of the Company’s uplisting to the Nasdaq Stock Market or NYSE American.