v3.26.1
Equity
 6 Months Ended
Jun. 30, 2026
Equity [Line Items]  
Equity
16.Equity

 

Common Stock

 

Authorized

 

As of June 30, 2026, and December 31, 2025, the Company had 1,000,000,000 and 83,333,334 authorized shares of common stock, par value $0.0001.

 

Issued and outstanding

 

As of June 30, 2026, and December 31, 2025, the Company had 6,153,780 and 80,699 shares of common stock issued and outstanding, respectively.

 

Transactions during the six months ended June 30, 2026

 

During the six months ended June 30, 2026, the Company issued an aggregate of 4,107,385 shares of common stock in settlement of amounts outstanding under its First ELOC arrangement (Note 14). The shares were issued in multiple tranches between January 2, 2026 and June 30, 2026 pursuant to purchase notices delivered under the First ELOC agreement. The shares issued settled outstanding principal of $15,223,148 and accrued interest of $199,350.

 

In addition, on April 17, 2026 the Company issued 262,467 registered shares of common stock to the investor under the Second ELOC Agreement for a purchase price of $1,000,000, of which $891,507 was allocated to the registered shares after offering costs. During the period the Company also issued 1,703,233 shares of common stock in settlement of outstanding principal of $2,812,079 and accrued interest of $113,921 under the Second ELOC Agreement (Note 14).

 

Transactions during the six months ended June 30, 2025

 

On January 28, 2025, the Company entered into and completed a warrant inducement transaction with the holders of its Series A Common Stock Purchase Warrants pursuant to a warrant inducement agreement (“Series A Warrants”). Under the warrant inducement agreement, the exercise price of the outstanding Series A Warrants was reduced from $1,646.40 to $1,176 per share of common stock as an incentive for immediate exercise. As a result, the holders exercised all outstanding Series A Warrants, and the Company issued 1,649 shares of common stock, generating gross proceeds of $1,938,772.

 

On February 2, 2025, the Company issued six (6) shares of common stock to a consultant in relation to the acquisition of the License # 2 IPR&D asset.

 

On March 7, 2025, the Company repurchased one (1) share of common stock each from two existing shareholders for total consideration of approximately $52. The shares were retired upon repurchase.

On March 18, 2025, the Company entered into a securities purchase agreement with an existing investor to repurchase one (1) share of common stock and a warrant to purchase one (1) share of common stock at an exercise price of $352,800 per share. The total consideration paid in the transaction was $127. The repurchased share and warrants were retired and cancelled. The transaction was initiated by the existing investor.

 

On March 21, 2025, the Company entered into a Securities Purchase Agreement between the Company and certain institutional investors with respect to a registered direct offering for the offer and sale of 1,538 shares of common stock and 1,968 prefunded warrants for gross proceeds of $1,484,028, with the issuance cost of $238,722.

 

On March 26, 2025, the Company entered into a first amendment to the exclusive license agreement covering License # 2 (Note 12), expanding its rights to include the growing animal health market. The Company issued 142 shares of common stock in exchange for the expansion of its rights under License # 2.

 

During the six months ended June 30, 2025, the Company sold an aggregate of 7,062 shares of common stock under its at-the-market (ATM) equity offering program, generating total gross proceeds of approximately $1,519,437. After deducting total commissions and fees of approximately $51,855, net proceeds amounted to approximately $1,467,582. The shares were issued in multiple tranches between April and June 2025.

 

Preferred Stock

 

Authorized

 

As of June 30, 2026, and December 31, 2025, the Company had 500,000,000 of all preferred stock authorized, respectively, each having a par value of $0.0001 per stock. Of this amount, 300,000,000 were designated as Series B Preferred Stock, which are not publicly traded and not convertible into shares of common stock (“Series B Preferred Stock”) as of June 30, 2026 and December 31, 2025, respectively.

 

Issued and outstanding

 

As at June 30, 2026, and December 31, 2025, the Company had 6,372,874 and nil Series B Preferred Stock issued and outstanding.

 

Transactions during the six months ended June 30, 2026, and 2025

 

On March 26, 2025, at a special meeting of the shareholders, the shareholders approved the issuance of 3,036,437 shares of Series B Preferred Stock to GB Capital Ltd. as a signing bonus pursuant to that certain Second Amended GB Capital Consulting Agreement dated October 25, 2024, as amended; and 3,336,437 shares of Series B Preferred Stock to NorthStrive Companies Inc. as a signing bonus pursuant to that certain Second Amended NorthStrive Companies Consulting Agreement dated October 25, 2024, as amended (6,372,874 total Series B Preferred Stock). These bonuses, in the amount of $150,000, were accrued and included in due to related parties as of December 31, 2024.

 

Equity Warrants

 

Transactions during the six months ended June 30, 2026.

 

There was no equity warrants activity during the six months ended June 30, 2026.

Transactions during the six months ended June 30, 2025.

 

On January 28, 2025, in connection with the warrant inducement agreement (see above) and the exercise of the Series A Warrants, the Company issued 1,649 replacement warrants with an initial exercise price of $1,617.12 and a five-year term. On April 29, 2025, the exercise price of the replacement warrants were reset to the contractual floor price of $270.48 per share. Following the adjustment, each of the five investors held 1,971 warrants, resulting in a total of 9,856 replacement warrants outstanding at the adjusted exercise price, maintaining the aggregate exercise value of $2,665,836.

 

As noted above, on March 18, 2025, the Company entered into a securities purchase agreement with an existing investor to repurchase one (1) share of common stock and a warrant to purchase 1 share of common stock at an exercise price of $352,800 per share for a nominal amount.

 

On March 24, 2025, the Company consummated a registered direct offering with institutional investors, issuing 1,538 shares of common stock and 1,969 pre-funded warrants. The pre-funded warrants are immediately exercisable at an exercise price of $0.0084 per share, subject to a beneficial ownership limitation of 4.99%, which may be increased to 9.99% at the holder’s election.

 

As of June 30, 2026, the following equity warrants were outstanding:

 

 

Outstanding   Expiry date  Weighted average
exercise price ($)		 
 2   August 28, 2026   352,800 
 1   March 12, 2027   352,800 
 12   March 24, 2028   39,514 
 9,855   August 25, 2030   158.88 
 9,870       300.96 

 

As of June 30, 2026, and December 31, 2025, the weighted average life of equity warrants outstanding was 4.15 and 4.65 years, respectively.

 

Stock Options

 

The Company has a stock option plan included in the Company’s 2025 Equity Incentive Plan (the “Plan”) where the Board of Directors or any of its committees can grant Incentive Stock Options, Nonstatutory Stock Options, and Restricted Stock to employees, advisors and directors of the Company. As of June 30, 2026, the aggregate number of shares reserved for issuance pursuant to awards granted under the Plan was 1,112,636 shares (December 31, 2025 – 7,054 shares).   The Plan shall remain in effect until it is terminated by the Board of Directors.

 

Transactions during the six-month ended June 30, 2026

 

On June 1, 2026, the Company granted 1,125,692 stock options to directors and officers of the Company under the Plan. The options have an exercise price of $1.77 per share, expire on June 1, 2031, and vest in 36 equal monthly tranches commencing July 1, 2026. The grant-date fair value was $1.3504 per option, or $1,520,085 in aggregate, estimated using the Black-Scholes option pricing model with the following assumptions: share price of $1.77, exercise price of $1.77, expected life of five years, expected volatility of 100%, expected dividend yield of nil, and a risk-free interest rate of 4.18%.

 

Transactions during the six-month ended June 30, 2025

 

There was no stock option activity during the six months ended June 30, 2025.

The continuity of stock options for the six months ended June 30, 2026, and December 31, 2025, is summarized below:

 

   Number of
stock options		   Weighted
average
exercise price		 
Outstanding, December 31, 2025   6    265,384 
Granted   1,125,692    1.77 
Forfeited   
-
    
-
 
Exercised   
-
    
-
 
Outstanding, June 30, 2026   1,125,698    3.18 

  

As of June 30, 2026, the following options were outstanding, entitling the holders thereof the right to purchase one common stock for each option held as follows:

 

Outstanding   Vested   Expiry date  Weighted average
exercise price ($)		 
 2    2   08-Feb-31   70,560 
 1    1   30-Sep-32   157,584 
 1    1   30-Sep-32   588,000 
 1    1   1-May-33   588,000 
 1    1   5-Mar-34   117,600 
 1,125,692    
-
   1-Jun-31   1.77 
 1,125,698    6       3.18 

 

As of June 30, 2026, and December 31, 2025, the weighted average life of stock options outstanding was 4.92 years and 5.98 years, respectively.

 

Compensation cost for the June 1, 2026 grant is recognized on a graded-vesting basis, with each monthly tranche expensed over its respective vesting period.

 

For the six months ended June 30, 2026, the Company recognized share-based compensation of $182,761 (June 30, 2025 – $36,616), of which $168,268 related to the June 1, 2026 grant and $14,493 related to options granted in prior periods. As of June 30, 2026, unrecognized compensation cost related to unvested stock options was $1,351,817, which is expected to be recognized over the remaining vesting period through June 1, 2029.