NOTE 5 – STOCKHOLDERS’ EQUITY

Authorized Stock and Amendments

As of December 31, 2024, and December 31, 2025, we had 200,000,000 authorized shares of common stock, with a par value of $0.001 per share.

On November 22, 2024, we entered into an At the Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”) with respect to an at the market offering program, under which we may, from time to time in our sole discretion, issue and sell shares of our common stock through Wainwright, acting as agent. The issuance and sale of our common stock under the ATM Agreement were made pursuant to a prospectus supplement, dated November 22, 2024, to our registration statement on Form S-3, filed with the SEC on August 25, 2023, which was declared effective on September 18, 2023 (the “2023 Form S-3”). Sales under the ATM Agreement and the 2023 Form S-3 were completed in September 2025 upon the sale of an aggregate of $25.0 million of our common stock, representing the maximum amount permitted under the 2023 Form S-3.

On August 22, 2025, we filed a registration statement on Form S-3 with the SEC on August 22, 2025, which was declared effective on August 28, 2025 (the “2025 Form S-3”). Following the effectiveness of the 2025 Form S-3, the issuance and sale of additional shares of our common stock pursuant to the ATM Agreement have and will be made under the 2025 Form S-3, including the base prospectus and the sales agreement prospectus contained therein (as each may be supplemented or amended), for so long as the 2025 Form S-3 remains effective. The 2025 Form S-3 permits the sale of up to $75 million of our common stock, preferred stock, or warrants, including an aggregate of up to $40 million pursuant to the ATM Agreement.

During the year ended December 31, 2025, we sold 7,627,566 shares of our common stock pursuant to the ATM Agreement, the 2023 Form S-3 and the 2025 Form S-3, generating gross proceeds of $41.7 million before deducting commissions and fees. Additionally, during the year ended December 31, 2025, we sold 2,500,000 shares of our common stock to certain institutional investors in a registered direct offering, generating gross proceeds of $10.0 million.

Series A Preferred Stock

On December 18, 2012, we filed with the SOS a Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) to designate one share of a new series of preferred stock. The Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock provides that for so long as Series A Preferred Stock is issued and outstanding, the holders of Series A Preferred Stock shall vote together as a single class with the holders of our common stock, with the holders of Series A Preferred Stock being entitled to 51% of the total votes on all such matters regardless of the actual number of shares of Series A Preferred Stock then outstanding, and the holders of common stock are entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power. The one outstanding share of our Series A Preferred Stock has been held by our Chief Executive Officer and Chairman, Mr. Fogassa since December 18, 2012.

Year Ended December 31, 2025, Transactions

During the year ended December 31, 2025, the Company issued an aggregate of 10,953,759 shares of its common stock, as follows:

 SUMMARY OF AGGREGATE COMMON STOCK SHARES ISSUED

Year Ended December 31, 2024, Transactions

During the year ended December 31, 2024, we issued an aggregate of 3,251,161 new shares of our common stock, including (i) 1,871,250 shares issued to Mitsui & Co. Ltd. (“Mitsui”) for gross proceeds of $30 million and net proceeds of $29.6 million pursuant to a Securities Purchase Agreement dated as of March 28, 2024, (ii) 1,188,188 shares issued to consultants, officers and directors upon vesting of restricted stock units, and (iii) 191,723 shares issued to investors in connection with the ATM Agreement.

2023 Stock Incentive Plan

On May 25, 2023, the Board approved the 2023 Stock Incentive Plan (the “Plan”) which enables the grant of stock options, stock appreciation rights, restricted stock, performance shares, stock unit awards, other stock-based awards, and performance-based cash awards, each of which may be granted separately or in tandem with other awards. The number of shares of our common stock issuable pursuant to Plan was 2,000,000 shares. On May 28, 2025, the Board of Directors approved, and our majority stockholders ratified and confirmed the amendment of the 2023 Stock Incentive Plan to increase the shares of common stock reserved for issuance under the plan from 2,000,000 to 3,000,000.

For a description of the 2023 Stock Incentive Plan, please refer to Exhibit 10.1.

Common Stock Options

During the years ended December 31, 2025, and 2024, we granted options to purchase common stock to officers, consultants and directors. The options were valued using the Black-Scholes option pricing model with the following ranges of assumptions:

SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODEL 

Changes in common stock options for the years ended December 31, 2025, and 2024 were as follows:

SCHEDULE OF COMMON STOCK OUTSTANDING

During the year ended December 31, 2025, we recorded $3,104,126 in stock-based compensation expense from common stock options in the consolidated statements of operations and comprehensive loss ($13,410,147 during the year ended December 31, 2024).

Common Stock Purchase Warrants

Stock purchase warrants are accounted for as equity in accordance with ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity.

During the year ended December 31, 2025, the Company issued common stock purchase warrants to certain investors in connection with the Company’s equity financings. The common stock purchase warrants were valued using the Black-Scholes option pricing model with the following ranges of assumptions:

 SCHEDULE OF WARRANT ASSUMPTION 

Changes in common stock purchase warrants for the years ended December 31, 2025, and 2024 were as follows:

 SCHEDULE OF WARRANT ACTIVITY

Restricted Stock Units

Restricted stock units (“RSUs”) are granted by us to our officers, consultants and directors of the Company as a form of stock-based compensation. The RSUs are granted with varying immediate-vesting, time-vesting, performance-vesting, and market-vesting conditions as tailored to each recipient. Each RSU represents the right to receive one share of our common stock immediately upon vesting.

Changes in RSUs for the years ended December 31, 2025, and December 31, 2024 were as follows:

SCHEDULE OF CHANGE IN RESTRICTED STOCK UNITS 

During the year ended December 31, 2025, we recorded $3,608,375 stock-based compensation expense from our RSU activity in the period ($10,500,496 during the year ended December 31, 2024). As of December 31, 2025, there were 197,000 RSUs outstanding (December 31, 2024: 572,476 RSUs outstanding).

Other stock incentives measured at fair value through profit or loss

As of December 31, 2025, we had certain other outstanding obligations to issue shares of our common stock in case some markets conditions are met pursuant to an officer’s employment agreement, as further disclosed in the ‘Derivative liabilities’ section above. These were designated as liability-classified awards and are measured at fair value through profit or loss. As of December 31, 2025, we recognized a $15,072 derivative liability and would have been obligated to issue 265,685 shares of common stock pursuant to these other stock incentives had the conditions of such stock incentives been met (December 31, 2024: recognized a $121,512 derivative liability relating to 160,145 shares of our common stock that we would have been obligated to issue had the conditions of the stock incentives been met).