v3.26.3
2025 Incentive Plan
 6 Months Ended
Jun. 30, 2026
2025 Incentive Plan [Abstract]  
2025 Incentive Plan

Note 11 – 2025 Incentive Plan

 

2025 Omnibus Equity Incentive Plan

 

On January 12, 2026, the Company filed a Certificate of Amendment to approve the Company’s 2025 Omnibus Equity Incentive Plan (“2025 Incentive Plan”) and reserved an aggregate of 13,422,000 shares of common stock for the issuance of awards thereunder. The plan administrator may grant incentive stock options, non-statutory stock options, share appreciation rights, restricted shares, restricted share units and other share-based awards to participants to acquire shares of the Company’s common stock under the 2025 Incentive Plan.

 

As of June 30, 2026, the total amount of shares authorized by the Board of Directors under the 2025 Incentive Plan was 13,422,000 with a total of 5,097,000 available for issuance. During the three and six months ended June 30, 2026, the Company granted 2,000,000 and 8,325,000 options, respectively, with a contractual term of ten years and a weighted average vesting term of nil and 2.4 months, respectively.

 

Determining the appropriate fair value model and the related assumptions requires judgment. The fair value of each option granted is estimated using a Black-Scholes option-pricing model on the date of grant as follows:

 

    Six Months Ended  
    June 30,
2026		  
Estimated dividend yield     0.0 %
Expected stock price volatility     102.9 %
Risk-free interest rate     3.9 %
Expected life option (in years)     5.1  
Weighted-average fair value per share   $ 0.05  

 

The expected volatility rates are estimated based on the actual volatility of MGAM over the expected term. The expected term represents the average time that options that vest are expected to be outstanding. Due to limited historical data, the Company calculates the expected life based on the midpoint between the vesting date and the contractual term, which is in accordance with the simplified method. The risk-free rate is based on the United States Treasury yield curve during the expected life of the option.

 

The following summarizes the stock option activity for the six months ended June 30, 2026:

 

                Weighted
Average		        
          Weighted
Average		     Remaining
Contractual		     Aggregate  
    Number of
Shares		     Exercise
Price		     Term
(in years)		     Intrinsic
Value		  
Outstanding as of December 31, 2025     -     $ -       -     $        -  
Granted     8,325,000       0.06       -       -  
Exercised     -       -       -       -  
Forfeited     -       -       -       -  
Outstanding as of June 30, 2026     8,325,000     $ 0.06          9.74     $ -  
                                 
Exercisable as of June 30, 2026     5,575,000     $ 0.06       9.76     $ -  
                                 
Vested and expected to vest as of June 30, 2026     8,325,000     $ 0.06       9.74     $ -  

 

The following table summarizes certain information about the stock options outstanding and exercisable as of June 30, 2026:

 

      Number of     Weighted-Average     Number of  
Exercise Price     Options Outstanding     Remaining Life     Options Exercisable  
                     
$ 0.100       850,000       9.63       350,000  
$ 0.095       50,000       9.67       50,000  
$ 0.080       3,175,000       9.71       3,175,000  
$ 0.070       2,250,000       9.71       -  
$ 0.006       500,000       9.86       500,000  
$ 0.004       1,500,000       9.88       1,500,000  
          8,325,000               5,575,000  

 

During the three and six months ended June 30, 2026, the Company granted 2,000,000 and 8,325,000 options with a total fair value of approximately $13,000 and $429,000, respectively. The company recorded approximately $254,000 and $419,000 of stock-based compensation expense during the three and six months ended June 30, 2026, respectively. At June 30, 2026, there was approximately $10,000 of total unrecognized compensation cost related to non-vested stock option compensation expense, which is expected to be recognized over a weighted-average period of 1.6 months.