Quarterly report [Sections 13 or 15(d)]

Stockholders’ Equity

v3.26.1
Stockholders’ Equity
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Stockholders’ Equity

Note 10 – Stockholders’ Equity

 

Common stock

 

On February 9, 2026, the Company effected a reverse stock split of its outstanding common stock on a 1-for-10 basis. On June 23,2026, the Company effected another reverse stock split of its outstanding common stock on a 1-for-4 basis. No adjustment was made to the Company’s authorized shares of capital stock. All share and per share amounts have been retroactively restated to reflect the split as if it occurred at the beginning of the earliest period presented.

 

Treasury stock

 

During the six months ended June 30, 2026, the Company repurchased 50,223 shares of its common stock for $354,143 in the public market at average price of $12.81 and placed them in treasury. As of June 30, 2026 and December 31, 2025, 54,494 and 4,271 shares remain as treasury shares, respectively. These were all purchased as part of publicly announced plans or program and currently, as also noted in the previous 10-K filing.

 

Employee compensation

 

In prior years, the Company entered into several employment agreements that require the issuance of common shares to employees, which vest on a quarterly basis. During the period ended June 30, 2026, 2,311 shares with a fair value of $91,215 that previously vested were issued. During the period ended June 30, 2026, an aggregate of 1,534 shares with a fair value of $12,019 vested during the period and were recognized as compensation costs.

 

On February 11, 2022 (the “Vesting Date”), the Company entered into a restricted stock award agreements (the “Award Agreement”) with eight employees for 700 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, 2025, the Company amortized $357,340 of this amount leaving an unamortized balance of $357,340 at December 31, 2025. During the period ended June 30, 2026, 131 shares of common stock vested and the Company amortized $178,670 of this amount leaving an unamortized balance of $178,670 at June 30, 2026. As of June 30, 2026, 700 of the shares had been vested.

 

Warrants

 

On April 6, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) to issue and sell to Armistice Capital Master Fund Ltd. (“Armistice”) approximately $4,000,000 worth of Pre-Funded Units resulting in net proceeds to the Company of $3,547,348. Pursuant to the terms of the Purchase Agreement, Armistice purchased an aggregate of 279,330 Pre-Funded Units at a purchase price of $14.3199 per unit. Each Pre-Funded Unit consists of (i) one (1) Pre-Funded Warrant (the “Pre-Funded Warrant”), (ii) one (1) Series A PIPE Common Warrant (“Series A Common Warrant”) to purchase one (1) share of common stock, and (iii) one (1) Series B PIPE Common Warrant (“Series B Common Warrant”) to purchase one (1) share of common stock. Each Pre-Funded Warrant is exercisable for one (1) share of common stock at a nominal exercise price of $0.00001 per share, with the aggregate exercise price having been pre-funded to the Company and is exercisable immediately upon issuance until all of the Pre-Funded Warrants are exercised in full. Alternatively, the Pre-Funded Warrants may be exercised on a cashless basis. Armistice also received (i) a Series A Common Warrant to purchase up to 279,330 shares of Common Stock with an exercise price of $13.32, which expires 24 months after its initial issuance date; and (ii) a Series B Common Warrant to purchase up to 279,330 shares of Common Stock at an exercise price of $13.32, which expires sixty (60) months after its initial issuance date. The Series A Common Warrants and Series B Common Warrants are exercisable immediately upon issuance until their respective expiration dates. The number of shares of Common Stock issuable under the warrants are subject to adjustments for stock splits, dividends, and fundamental transactions as further described in the agreement. The Series A Common Warrants and Series B Common Warrants may be exercised on a cashless basis if there is no effective registration statement registering the issuance or resale of the warrant shares at the time of exercise. During the six months ended June 30, 2026, Armistice has exercised 279,330 shares of its Pre-Funded Warrant and as a result, the Company has issued 279,330 shares of Common Stock.

 

Stock options

 

On January 2, 2026, each member of the Board was granted 56 options to purchase shares at $34 per share with a fair value of $1,721. On March 27, 2026, one new member of the Board was granted 56 options to purchase shares at $15.32 per share with a fair value of $775. The options vest monthly over one (1) year, and may be exercised during a 10-year term. In the aggregate, 338 options were granted with a fair value of $9,380. During the six months ended June 30, 2026, the Company recognized $4,504 of compensation cost relating to the vesting of these options and $4,876 remained unvested which will be amortized over the remainder of 2026.

 

For the six months ended June 30, 2026 and 2025, the Company’s stock option compensation expenses amounted to $4,504 and $20,568, 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:

   
    June 30, 2026
Risk-free interest rate   3.79% and 3.83%  
Expected life of the options   5.5 years  
Expected volatility   135.83% and 134.99%  
Expected dividend yield   0%  

 

The following is a summary of the option activity from December 31, 2025 to June 30, 2026:

                       
    Number of Options     Weighted average exercise price     Weighted Average Remaining Contractual Life    

Aggregate

Intrinsic Value

  
Outstanding at December 31, 2025     1,904     $ 1,208.00       6.32       –  
Granted     338     $ 30.89       –       –  
Exercised     –       –       –       –  
Cancelled or forfeited     –       –       –       –  
Outstanding at June 30, 2026     2,242     $ 1,149.34       6.35       –  
Exercisable as of June 30, 2026     2,059     $ 1,119.24       6.11       –