Stockholders' Equity

6 Months Ended

Jun. 30, 2026

Stockholders’ Equity [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 8 – STOCKHOLDERS’ EQUITY

Common Stock

During the six months ended June 30, 2026, shares of common stock were issued to investors as a result of the following transactions:

●

As of April 29, 2026 pursuant to Securities Purchase Agreements in a senior secured debenture offering, the Company issued 587,852 shares of common stock to investors in lieu of fees and interest representing offering costs related to cash gross proceeds of approximately $4.2 million (or approximately $3.5 million, net of offering costs).

During the six months ended June 30, 2025, shares of common stock were issued to investors as a result of the following transactions:

●

On April 1, 2025, pursuant to Securities Purchase Agreements in a registered direct offering, the Company issued 1,811,120 shares of common stock and pre-funded warrants for cash gross proceeds of approximately $8.2 million (or approximately $6.8 million, net of offering costs).

●

On April 16, 2025, the Company issued 200,000 shares of common stock under restricted stock awards (“RSAs”) to non-employee advisors pursuant to advisory agreements.

●

On May 7, 2025, pursuant to Securities Purchase Agreements in a registered direct offering, the Company issued 373,060 shares of common stock and pre-funded warrants for cash gross proceeds of approximately $2.1 million (or approximately $1.6 million, net of offering costs).

●

The Company issued 27,838 shares in lieu of a cash severance payment.

●

The Company issued 110,813 shares of common stock, upon the cashless exercise of warrants.

Warrants

During the six months ended June 30, 2026, warrants were issued as a result of the following transactions:

●

On April 29, 2026, in connection with their placement agent services, the Company issued 291,550 common stock warrants to Madison Global Partners, LLC, with a term of 5 years and an exercise price of $1.00 per share.

●

On April 29, 2026, in connection with a senior secured debenture offering, the Company issued 4,165,000 common stock warrants to investors with a term of 5 years and an exercise price of $1.50 per share.

During the six months ended June 30, 2025, warrants were issued as a result of the following transactions:

●

On April 1, 2025, in connection with their placement agent services, the Company issued 91,556 common stock warrants to Dominari Securities, LLC, with a term of 5 years and an exercise price of $4.50 per share

●

On April 1, 2025, in connection with their placement agent services, the Company issued 80,999 common stock warrants to Madison Global Partners, LLC, with a term of 5 years and an exercise price of $4.50 per share

●

On May 7, 2025, in connection with their placement agent services, the Company issued 22,702 common stock warrants to Dominari Securities, LLC, with a term of 5 years and an exercise price of $5.60 per share

●

On May 7, 2025, in connection with their placement agent services, the Company issued 14,762 common stock warrants to Madison Global Partners, LLC, with a term of 5 years and an exercise price of $5.60 per share

On April 22, 2025, a warrant holder exercised 187,500 warrants in a cashless exercise. The warrants were previously expensed at their fair value of $438,000.

The following is a summary of the Company’s warrant activity for the six months ended June 30, 2026:

						Weighted				Weighted
						Average				Average
		Number of				Exercise				Remaining
		Warrants				Price				Life
Outstanding, December 31, 2025			1,139,778			$	4.36				4.0 Years
Granted			4,456,550			$	1.47				4.8
Exercised/Cancelled			-			$	-				-
Outstanding, June 30, 2026			5,596,328			$	2.06				4.6 Years

Restricted Stock Awards

On April 16, 2025, the Company granted 200,000 restricted stock awards (RSAs) at par value to non-employee advisors under advisory agreements. The awards were issued on the grant date and vest in four equal tranches of 50,000 shares each: (i) immediately upon execution, (ii) six months later, (iii) twelve months later, and (iv) eighteen months later. The Company has the option to repurchase all or a portion of unvested shares in the event that the advisors voluntarily cease to serve as an advisor of the Company. The fair value per share on the grant date was $7.97, resulting in a total grant-date fair value of $1,594,000. As of June 30, 2026, $1,394,750 of fair value was recognized as expense of which $398,500 was recognized during the year ended June 30, 2026, with $199,250 remaining in deferred compensation to be recognized through September 2026.

The following is a summary of the Company’s RSA activity for the six months ended June 30, 2026:

		Number of Restricted Stock Awards				Weighted Average Grant Date Fair Value Price
Outstanding, December 31, 2025			100,000			$	7.97
Granted			-			$	-
Vested			(50,000	)		$	7.97
Outstanding, June 30, 2026			50,000			$	7.97

Stock Options

During the six months ended June 30, 2026, the Company granted a total of 1,573,748 options to certain new and existing employees at an exercise price of $1.24 per share.

Activity related to stock options for the three months ended June 30, 2026 is summarized as follows:

						Weighted				Weighted
						Average				Average				Aggregate
		Number of				Exercise				Contractual				Intrinsic
		Shares				Price				Life (Yrs.)				Value
Outstanding, December 31, 2025			2,391,683			$	11.66				7.6			$	-
Granted			1,573,748				1.24				-				-
Exercised			-				-				-				-
Forfeited/cancelled			(112,702	)			5.50								-
Outstanding, June 30, 2026			3,852,729				7.37				8.2				-
Exercisable, June 30, 2026			1,737,517				10.46				6.9				-

The following table summarizes stock option information as of June 30, 2026:

						Contractual
Exercise Price		Outstanding				Life (Yrs.)				Exercisable
$1.24 – $2.00			1,573,748				9.9				131,146
$2.01 – $10.00			1,862,527				8.0				1,283,043
$10.01 – $15.00			42,578				0.4				42,578
$15.01 – $20.00			43,749				1.1				43,750
$20.01 – $25.00			129,952				2.7				128,368
$25.01 – $121.28			200,175				3.9				108,632
			3,852,729				8.2				1,737,517

Total stock-option based compensation expense incurred under this contract during the three and six months ended June 30, 2026 was approximately $1.0 and $1.9 million, respectively. Total stock-option based compensation expense incurred under this contract during the three and six months ended June 30, 2025 was approximately $0.5 and $1.0 million, respectively. As of June 30, 2026, there was approximately $3.0 million of unrecognized compensation costs related to employee stock options outstanding which will be recognized in 2026 through 2028.

On May 12, 2026, the Board of Directors adopted the 2026 Plan subject to approval of the stockholders. The Board of Directors has reserved 3,500,000 shares of common stock for issuance under the 2026 Plan, in addition to (a) the balance of the shares which were not allocated to awards under the Company’s 2024 Plan and (b) any shares which are forfeited or cancelled under awards granted under the 2024 Incentive Plan, or other prior or subsequent compensation plans, or otherwise, shall become available for issuance under the 2026 Plan. On May 27, 2026, the Compensation Committee of the Board granted 289,000 options under the 2024 Plan and 1,284,748 options under the 2026 Plan at an exercise price of $1.24 per share to Executives (See Note 6) and employees of the Company. All such grants under the 2026 Plan were subject to approval of the 2026 Plan by the stockholders and such approval was granted at the 2026 Annual Meeting of the Company held on July 6, 2026.