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STOCKHOLDERS’ EQUITY
 9 Months Ended
Sep. 30, 2026
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 7 – STOCKHOLDERS’ EQUITY

 

During the nine months ended September 30, 2026, the Company issued an aggregate of 1,660,000 shares of common stock for services, consisting of 1,000,000 shares issued to a related party and 660,000 shares issued to unrelated parties. During the nine months ended September 30, 2025, the Company issued 1,278,416 shares of common stock for services and for equipment to unrelated parties. These shares were valued at $166,250 and $138,987, respectively, based on the trading price of the Company’s common stock on the respective dates of issuance.

 

During the nine-months ended September 30, 2026, and 2025, in connection with the exercise of warrants, the Company issued 1,300,000 and 125,000 shares, respectively, of its common stock for $127,500 and $6,250, respectively.

 

During the nine-months ended September 30, 2026, and 2025, the Company issued 2,916,000 and 4,350,000 shares and warrants in private placements, respectively, for proceeds of $347,000 and $435,000.

 

During the nine-months ended September 30, 2026, and 2025, the Company issued 670,868 and 0 shares, respectively, for the settlement of legacy notes valued at $100,630 and $0, using a trading price on the date of settlement of $0.15 per share.

 

During the nine-months ended September 30, 2026, and 2025, the Company issued 0 and 384,408 shares, respectively, for the exercise of stock options on a cashless basis.

 

Warrants:

 

During the nine-month period ended September 30, 2026 and 2025, the Company issued 280,000 and 250,000 warrants for interest with a fair value of $27,615 and $24,477 respectively.

 

A summary of warrant activity for the year ended December 31, 2025 and nine months ended September 30, 2026 is as follows:

 

  

Number of

Warrants

  

Weighted

Average

Exercise Price

 
         
Balance, December 31, 2024   27,446,495   $0.21 
Issued in connection with:          
Common stock units sold for cash   6,830,000    0.16 
Services   266,000    0.12 
Debt-related interest   250,000    0.15 
Debt conversion   625,000    0.10 
Expired   (500,000)   0.20 
Exercised   (750,000)   0.09 
Balance, December 31, 2025   34,167,495    0.20 
Issued in connection with:          
Common stock units sold for cash   2,916,000    0.17 
Services   50,000    0.15 
Debt-related interest   280,000    0.15 
Exercised   (1,300,000)   0.10 
Expired   (3,350,000)   0.20 
Balance, September 30, 2026   32,763,495    0.20 

 

Warrants outstanding at September 30, 2026 have a weighted average exercise price of $0.20 and a weighted average remaining term of 2.5 years.

 

 

Stock Options:

 

During the three month period ended September 30, 2026, and 2025, the Company recognized $805,834 and $258,562 of stock based compensation, respectively. Of this amount, $265,272 (2025: $55,820) was classified as general and administrative expense and $540,562 (2025: $202,742) was classified as research and development expenses.

 

During the nine-month period ended September 30, 2026 and 2025, the Company recognized $1,189,969 and $698,050 of stock based compensation, respectively. Of this amount, $430,806 (2025: $293,955) was classified as general and administrative expense and $759,163 (2025: $404,095) was classified as research and development expenses.

 

A summary of option activity for the year ended December 31, 2025, and nine months ended September 30, 2026, is as follows:

 

  

Number of

Options

  

Weighted

Average

Exercise Price

 
Balance, December 31, 2024   88,971,571   $0.13 
Options granted   12,774,470    0.12 
Options expired   (3,658,335)   0.15 
Options exercised   (650,000)   0.06 
Balance, December 31, 2025   97,437,706    0.13 
Options granted   26,360,001    0.12 
Options expired   (10,000)   0.15 
Options exercised   -    - 
Balance, September 30, 2026   123,787,707    0.13 
Vested, September 30, 2026   58,057,240    0.13 

 

The weighted average remaining life of outstanding and vested options is 6.6 years and 5.6 years, respectively. At September 30, 2026, outstanding vested options had an intrinsic value of $92,250, and the total intrinsic value of all options is $157,350.

 

At September 30, 2026, remaining compensation to be recognized as future vesting of stock options is approximately $5.3 million of which approximately $0.8 million will vest in 2026, $4.5 million in subsequent years.

 

Modification of performance-based options. On June 24, 2026, the Board of Directors modified all outstanding unvested stock options held by the Company’s officers and managers that vested based on performance conditions so that they instead vest solely based on continued service, generally in equal quarterly installments over two years. Vesting of these performance-based awards had not previously been considered probable, and no compensation cost had been recognized for them prior to the modification. Because the awards were not expected to vest immediately before the modification but are expected to vest following it, the Company measured the modified awards at their fair value on the modification date and recognizes that cost over the remaining service period. The modification affected options covering 40,628,913 shares with an aggregate modification-date fair value of $3,315,576.

 

Anti-dilution option commitment. Under the same June 24, 2026 Board action, the Company is committed to grant additional options to its officers and managers (Ben Slager, Anthony Santelli, Kevin Hissem, and Eric Libra) upon each future issuance of equity, or conversion of convertible instruments, in order to maintain their fully-diluted ownership percentages of 10%, 7%, 4%, and 2.5%, respectively, through the next $50 million of equity raised from that date. Any such options will have an exercise price equal to the fair market value of the common stock on the closing date of the related financing and will vest in equal quarterly installments over two years. Because the number of options to be issued is not determinable until each financing closes, no compensation cost has been recognized for these future grants, which will be measured and recognized as the awards are granted.

 

Black Scholes Model Variables:

 

The fair value associated with warrants and options issued during the nine months ended September 30, 2026, and 2025, were valued on the date of issuance or modification.

 

 

The following assumptions were used in calculations of the Black-Scholes option pricing models for option and warrant-based stock compensation issued in the nine months ended September 30, 2026, and 2025:

 

   September 30, 2026    September 30, 2025  
Exercise price  $0.115 - 0.18    $0.11 – 0.15  
Risk-free interest rate   3.74% - 4.77 %   3.81% - 4.54 %
Expected term (in years)   5.0 to 10.0     5.0 to 10.0 
Expected share price volatility   83.73 - 102.26 %   106.12 - 109.69 %
Expected dividend yield   0.0% - 0.0 %   0.0% - 0.0 %