NOTE 8 – WARRANTS

For the years ended December 31, 2025, and 2024, total stock-based compensation expense related to the Company’s warrants was approximately $1,600 and $8,000, respectively, and is recognized within general and administrative expense on the consolidated statements of operations and comprehensive loss.

Additionally, as of December 31, 2025, 10,000 warrants issued in October 2025, to a consultant were outstanding and not exercisable at an exercise price of $0.715. One third of these consulting warrants vest on the one year anniversary of issuance and the remainder vest in equal quarterly tranches for two years thereafter. 

AlloMek Warrants

During the year ended December 31, 2022, the Company issued warrants to purchase an aggregate of 50,000 shares of Common Stock (the “AlloMek Warrants”) to certain sellers in connection with the acquisition of AlloMek. The AlloMek Warrants were issued on October 11, 2022, and were immediately exercisable at $37.60 per share and expire five years from the date of issuance. The total grant date fair value of the AlloMek Warrants was determined to be approximately $0.5 million, as calculated using the Black-Scholes model and were capitalized and included in intangible assets. The assumptions used in the Black-Scholes calculation were as follows: volatility 55.7%; duration five years; and a risk-free rate of 4.14%.

As of December 31, 2025, and 2024, 50,000 AlloMek Warrants were outstanding, respectively.

Alpha-5 Warrants

During the year ended December 31, 2022, the Company issued warrants to purchase an aggregate of 50,000 shares of Common Stock (the “Alpha-5 Warrants”) to certain sellers in connection with the acquisition of Alpha-5. The Alpha-5 Warrants were issued on June 21, 2022, were immediately exercisable at $37.60 per share and expire five years from the date of issuance. The total grant date fair value of the Alpha-5 Warrants was determined to be approximately $0.4 million, as calculated using the Black-Scholes model and were recorded as an increase to additional paid-in capital. This amount was included as part of the consideration paid for the Alpha-5 acquisition and were included as part of the purchase price allocation accordingly. The assumptions used in the Black-Scholes calculation were as follows: volatility 55.7%; duration five years; and a risk-free rate of 3.38%.

As of December 31, 2025, and 2024, 50,000 Alpha-5 Warrants were outstanding, respectively.

PIPE Warrants

During the year ended December 31, 2021, the Company issued PIPE Warrants to purchase an aggregate of 433,999 shares of Common Stock to certain investors in connection with the November 2021 Private Placement. The PIPE Warrants were issued on November 24, 2021, were immediately exercisable, and expire five years from the date of issuance at $70.00 per share, subject to adjustment as set forth in the PIPE Warrants. Due to a certain anti-dilution provision, the exercise price of each 2021 PIPE Warrant was reduced to $20.00 per share (the “Warrant Modification”) as a result of the September 2024 Offering. The Company recognized the effect of the Warrant Modification as a deemed dividend of $359,656.

As of December 31, 2025, and 2024, 433,999 PIPE Warrants were outstanding, respectively.

IPO Warrants

During the year ended December 31, 2021, the Company issued Public Warrants to purchase an aggregate of 276,000 shares of Common Stock in its Initial Public Offering. Simultaneously with the consummation of the closing of the Initial Public Offering, the Company issued the underwriters a total of 13,800 Representative Warrants that became exercisable commencing six (6) months following issuance at an exercise price of $120.00 per share and expire five years from issuance.  

The Company evaluated the IPO Warrants based on an assessment of the IPO Warrants’ specific terms and applicable authoritative guidance in ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”). The IPO warrants are classified as liabilities and remeasured at each reporting period.

As of December 31, 2025, and 2024, 220,000 Public Warrants and 13,800 Representative Warrants were outstanding, respectively.

As of December 31, 2025, the fair value of the Public Warrants was approximately $0.10 per Public Warrant based on the closing price of the Public Warrants on The Nasdaq Capital Market. The fair value of the Representative Warrants was approximately $0.374 per Representative Warrant which was based on the relative fair value to the Public Warrants.

May 2025 Warrants

During the year ended December 31, 2025, the Company issued warrants to purchase an aggregate of 7,392,856 shares of Common Stock in connection with the May 2025 Public Offering as described in Note 6 above. This consisted of (i) Series C Common Warrants to purchase 3,571,428 shares of Common Stock, (ii) Series D Common Warrants to purchase 3,571,428 shares of Common Stock, and (iii) May 2025 Placement Agent Warrants to purchase 250,000 shares of Common Stock.

As of December 31, 2025, 3,553,428 Series C Common warrants, 1,983,000 Series D Common Warrants and 250,000 Placement Agent Warrants were outstanding.

December 2025 Warrants

During the year ended December 31, 2025, the Company issued December 2025 Placement Agent Warrants to purchase an aggregate of 4,000,000 shares of Common Stock in connection with the December 2025 Public Offering as described in Note 6 above.

As of December 31, 2025, 4,000,000 December 2025 Placement Agent Warrants were outstanding, but not exercisable.

Warrant activity for the years ended December 31, 2025, and 2024 was as follows:

As of December 31, 2025, 4,000,000 December 2025 Placement Agent Warrants were outstanding and not exercisable at an exercise price of $0.9375. A proxy vote for an increase in authorized shares allowing these warrants to become exercisable was completed on January 28, 2026. The proposal was approved by shareholders. See Note 14 for more information regarding the proxy vote. Additionally, as of December 31, 2025, 10,000 warrants issued in October 2025, to a consultant were outstanding and not exercisable at an exercise price of $0.9375. one third of these warrants vest on the one year anniversary of issuance and the remainder vest in equal tranches for two years thereafter.

Warrants exercisable at December 31, 2025, were as follows:

No warrants expired/cancelled during the year ended December 31, 2025. A total of 1,606,428 warrants were exercised during the year ended December 31, 2025.