NOTE 11 – STOCK-BASED COMPENSATION

On March 25, 2024, stockholders approved the 2024 Employee Stock Purchase Plan (the “2024 ESPP”), with initial reserves of 255 shares of common stock. The 2024 ESPP became effective on February 14, 2024. The 2024 ESPP also has an evergreen provision. On January 1, 2025, the reserve increased by 510 shares. On January 1, 2026, the reserve increased by 510 shares. No awards have been granted under the 2024 ESPP as of September 30, 2026.

On March 25, 2024, stockholders approved the 2024 Equity Incentive Plan (the “2024 Plan”), with initial reserves of 2,586 shares of common stock. The 2024 Plan became effective on February 14, 2024. At a special meeting of stockholders on April 30, 2024, the stockholders approved an increase in the number of shares available for issuance under the 2024 Plan and the number of shares that may be issued pursuant to incentive stock options, by an additional 1,000 shares each. At a special meeting of stockholders on November 11, 2024, the stockholders approved an increase in the number of shares available for issuance under the 2024 Plan and the number of shares that may be issued pursuant to incentive stock options, by an additional 10,423 shares each. The 2024 Plan has an evergreen provision that allows for an annual increase in the number of shares available for issuance under the 2024 Plan to be added on the first day of January, starting with January 1, 2025, in an amount equal to the lesser of (i) 5% of the fully diluted shares of our Common Stock on the immediately preceding December 31 or (ii) such number of shares as determined by our board in each case subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization. On January 1, 2025, the number of shares reserved under the 2024 Plan was increased by 5% of the fully diluted shares of our common stock on the immediately preceding December 31, or 9,485 shares. On May 29, 2025, at the Company’s annual meeting, the stockholders approved an amendment to the 2024 Plan to increase the number of shares issuable thereunder by an additional 100,000 shares of Common Stock. On December 19, 2025, at the Company’s 2025 Special Meeting, the stockholders approved an amendment to the 2024 Plan to increase the number of shares issuable thereunder by an additional 32,000,000 shares of Common Stock. On January 1, 2026, in connection with the 2024 Plan’s evergreen provision that allows for an annual increase in the number of shares available for issuance under the 2024 Plan to be added on the first day of January in an amount equal to the lesser of (i) 5% of the fully diluted shares of our Common Stock on the immediately preceding December 31 or (ii) such number of shares as determined by our board in each case subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization, the number of shares reserved under the 2024 Plan was increased by 5% of the fully diluted shares of our common stock on the immediately preceding December 31, or 12,386,327 shares. As of September 30, 2026, the aggregate number of shares reserved under the 2024 Plan was 44,509,821 shares.

On January 7, 2026, the Company’s Board of Directors granted an aggregate of 43,936,333 stock options under the 2024 Plan, to executive officers, board members, employees, and consultants, exercisable at $0.055 per share with a ten-year term and vest and are exercisable over a requisite service period, which is usually the vesting period, or as certain performance-based vesting terms are met. These options were valued at $2,416,498 on the grant date using a Black Scholes option pricing model using the assumptions summarized below. The Company calculated the fair value of the unvested stock options, in the amount of $2,416,498, which is being amortized over the vesting period or as certain performance-based vesting terms have been met.

On March 4, 2026, the Company’s Board of Directors granted an aggregate of 1,823,278 stock options which were issued partially under the 2024 Plan, to a new board member, exercisable at $0.055 per share with a ten-year term and vest and are exercisable over a requisite service period, which is usually the vesting period, or as certain performance-based vesting terms are met. These options were valued at $69,102 on the grant date using a Black Scholes option pricing model using the assumptions summarized below. The Company calculated the fair value of the unvested stock options, in the amount of $69,102, which is being amortized over the vesting period or as certain performance-based vesting terms have been met.

The Company’s stock option activity for the nine months ended September 30, 2026 was as follows:

The Company estimated the fair value of the stock options during the nine months ended September 30, 2026 and 2025 using Black-Scholes with the following assumptions.

For the three months ended September 30, 2026, the Company recorded stock-based compensation expense of $121,936, of which $57,479 was related to research and development and $64,457 was related to general and administrative. For the nine months ended September 30, 2026, the Company recorded stock-based compensation expense of $2,861,476, of which $841,822 was related to research and development and $2,019,654 was related to general and administrative.

For the three months ended September 30, 2025, the Company recorded stock-based compensation expense of $348,116, of which $82,225 was related to research and development and $265,891 was related to general and administrative. For the nine months ended September 30, 2025, the Company recorded stock-based compensation expense of $836,390, of which $209,348 was related to research and development and $627,042 was related to general and administrative.

As of September 30, 2026, the Company had approximately $395,217 of unamortized stock-based compensation expense related to unvested stock options, which is expected to be recognized over a weighted average period of 0.73 years. The weighted average grant date calculated fair value per share of the Company’s options granted during the nine months ended September 30, 2026 was $0.054. As of September 30, 2026, the intrinsic value of outstanding stock options was $0.00. As of September 30, 2026, the number of stock options outstanding of 45,833,762 exceeded the number of shares reserved under the 2024 Plan by approximately 1,323,941 options.