Note 7 – Stockholders’ Equity

Common stock

On January 31, 2025, we effected a 10 for 1 reverse stock split of the Company’s authorized stock, and issued and outstanding shares of Common Stock by filing a Certificate of Change pursuant to pursuant to Nevada Revised Statutes (“NRS”) Section 78.209. As a result of the reverse split, the Company is authorized to issue 15,000,000 common shares (the Company’s authorized common shares were reduced in the same ratio (10-for-1) as its outstanding Common Stock shares were reduced). All share and per share amounts were retroactively adjusted to reflect this split as if it occurred at the earliest period presented.

An additional 309,281 common stock shares were included in the Company’s issued and outstanding shares as a result of rounding-up fractional shares into whole shares as a result of the reverse stock split.

On April 28, 2025 Alumni Capital purchased 94,825 of our common shares for $381,224, based on our Equity Line of Credit (ELOC) Purchase Agreement, dated November 16, 2024. The price for these shares was $4.02 based on a 9% discount of the lowest of the 5-day VWAP of $4.41 from the closing date on May 6, 2025, accessible via the Bloomberg terminal.

Treasury stock

During the six months ended June 30, 2025, the Company repurchased 39,574 shares of its common stock for $173,837 in the public market at average price of $4.39 and placed them in treasury. In the same period, the Company terminated 348,968 shares of its common stock previously repurchased $1,055,592. As of June 30, 2025 and December 31, 2024, 39,574 and 348,968 shares remain as treasury shares, respectively. These were all purchased as part of publicly announced plans or program, as also noted in the December 31, 2024 10-K filing.

Employee compensation

In prior years, the Company entered into several employment agreements that require the issuance of common shares for services that vest on a quarterly basis. During the period ended June 30, 2025, 4,953 shares with a fair value of $13,905 that previously vested were issued. During the period ended June 30, 2025, an aggregate of 2,711 shares with a fair value of $11,191 vested and were recognized as compensation costs. As of June 30, 2025, 3,439 shares of common stock with a fair value of $22,864 remain vested but not issued.

On February 11, 2022 (the “Vesting Date”), the Company entered into a restricted stock award agreements (the “Award Agreement”) with eight employees for 42,000 shares of the Company’s common stock subject to the terms and to the fulfillment of the conditions set forth in the Company’s equity incentive plan. The first 20% of the restricted shares were granted and vested on February 11, 2022. An additional 20% of the restricted shares will vest on each anniversary of the Vesting Date until the fourth anniversary of the Vesting Date. The initial fair value of the awards on the date of grant was determined to be $2,942,800 which is being amortized over the 5 year vesting period. During the year ended December 31, 2024, the Company amortized $357,340 of this amount leaving an unamortized balance of $714,680 at December 31, 2024. During the period ended June 30, 2025, 5,100 shares of common stock vested and the Company amortized $178,670 of this amount leaving an unamortized balance of $536,010 at June 30, 2025. As of June 30, 2025, 20,400 of the shares had been vested.

Stock options

On January 2, 2025, each member of the Board was granted 2,250 options to purchase shares at $3.45 per share with a fair value of $6,854. The options vest monthly over one (1) year, and may be exercised during a 10-year term. In the aggregate, 13,500 options were granted with a fair value of $41,124. During the six months ended June 30, 2025, the Company recognized $20,568 of compensation cost relating to the vesting of these options and $20,556 remained unvested which will be amortized over the remainder of 2025.

For the six months ended June 30, 2025 and 2024, the Company’s stock option compensation expenses amounted to $20,568 and $73,990, respectively.

The fair value of the stock options issued during the periods was determined using the Black-Scholes option pricing model with the following assumptions:

The following is a summary of the option activity from December 31, 2024 to June 30, 2025:

Based on the closing fair market value of $4.09 per share on June 30, 2025, intrinsic value of $1,802 was attributed to exercisable but not exercised common stock options at June 30, 2025.