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Equity
 12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
EQUITY

NOTE 7 — EQUITY

 

Common Stock

 

In 2021, the Company’s common stock was initially split into two classes: 50,000,000 shares of Class A common stock, $0.001 par value per share (“Class A Common Stock”), and 20,000,000 shares of Class B common stock, $0.001 par value per share (“Class B Common Stock”). On February 9, 2024, the Company combined the two classes under the name common stock with 50,000,000 shares authorized. On October 21, 2025, stockholders approved an increase in authorized common stock from 50,000,000 to 150,000,000 shares. As of December 31, 2025 and 2024, the Company had 37,113,082 and 20,869,908 shares of common stock outstanding, respectively. Common stock has voting rights.

 

On August 2, 2024, the Company consummated its initial public offering and sold 1.6 million shares of common stock at a price of $4.00 per share. Concurrent with this consummation, all outstanding convertible notes, including accrued interest thereon, automatically converted into approximately 13.2 million shares of common stock, at conversion prices ranging from $0.39 per share to $2.59 per share, after applying share discounts ranging from 50% to 87.5% and valuation ceilings ranging from $5 million to $50 million, as applicable.

 

During the three months ended March 31, 2025, the Company issued (i) 157,407 shares of common stock in connection with its equity line of credit, (ii) 300,000 shares of common stock to a scientific and technical advisor in exchange for scientific and technical services, which will be amortized over a 12-month period with the remaining balance in prepaid expenses, and (iii) 20,000 shares of common stock to an advisor in exchange for services.

 

During the three months ended June 30, 2025, the Company issued (i) 3,962,129 shares of common stock in connection with conversions of Series A Preferred Stock, (ii) 2,164,215 shares of common stock in connection with the purchase of the HER2 Assets, (iii) 2,166,381 pre-funded warrants in connection with the purchase of the HER2 Assets, (iv) 10,000 shares of common stock to an advisor in exchange for services and (v) 2,181,257 shares of common stock in connection with the Company’s warrant exercise inducement and exchange offering.

 

During the three months ended September 30, 2025, the Company issued (i) 977,679 shares of common stock in connection with conversions of Series A Preferred Stock, (ii) 2,507,386 shares of common stock in connection with the Company’s warrant exercise inducement and exchange offering and (iii) 120,000 shares of common stock to an advisor in exchange for services. Additionally, the Company received $1,050,000 in gross proceeds, which was recorded as additional paid-in capital, from the exercise of Series A Warrants to purchase 937,500 shares of common stock, which were issued subsequent to September 30, 2025.

 

During the three months ended December 31, 2025, the Company issued (i) 950,000 shares of common stock in connection with its warrant exercise inducement and exchange offering related to pre-funded warrants, (ii) 2,610,422 shares of common stock upon exercise of the pre-funded warrant issued in connection with the purchase of the HER2 Assets, and (iii) 282,679 shares of common stock sold pursuant to the Company’s ATM program.

 

Additionally, in three months ended December 31, 2025, the Company received $1,426,109 in gross proceeds from the exercise of Series A Warrants to purchase 1,441,518 shares of common stock at a future date. These proceeds were recorded as additional paid-in capital and are reflected in the Company’s warrant register.

Preferred Stock

 

In 2021, the Company authorized 5,000,000 shares of Preferred Stock, of which 1,400,000 were designated as Series A Preferred Stock. A total of 1,302,082 shares of Series A Preferred Stock were issued, which carried a 5% cumulative dividend and liquidation preference over common stock. Dividends were computed at 5% of the principal annually and recorded monthly.

 

On February 9, 2024, all outstanding Series A Preferred Stock was converted into common stock on a one-for-two basis pursuant to the filing of the Company’s third amended and restated certificate of incorporation. As of that date, the Company had 5,000,000 shares of authorized Preferred Stock, with none outstanding.

 

The Series A Preferred Stock dividend for the year ended December 31, 2025 was $0, and for the year ended December 31, 2024 was $31,250, resulting in a total accrued dividend payable of $375,000 as of December 31, 2025.

 

The Preferred Stock has the following rights and privileges:

 

Voting — Votes together with the common stock on all matters on an as-converted basis. Approval of a majority of the New Preferred Stock voting as a separate class will be required to, among other things: (i) adversely change rights of the New Preferred Stock, (ii) change the authorized number of shares of New Preferred Stock.

 

Conversion — Each share of New Preferred Stock is convertible into one share of common stock (subject to proportional adjustments for stock splits, stock dividends and the like) at any time at the option of the holder. Conversion ratio will be subject to adjustment on a broad-based, weighted average basis in the event of subsequent issuances at a price less than the original issue price (as adjusted) subject to customary exceptions. The conversion into common stock occurred on February 9, 2024.

 

Liquidation — One times the original issue price of the New Preferred Stock plus declared but unpaid dividends on each share of New Preferred Stock (or, if greater, the amount that the New Preferred Stock would receive on an as-converted basis) will be paid first on each share of New Preferred Stock, and the balance of proceeds to be paid to common stock. A merger, reorganization, or similar transaction (including a sale, exclusive license or other disposition of all or substantially all of the assets of the Company or its subsidiaries) will be treated as a liquidation, thereby triggering payment of the liquidation preference described above. For the avoidance of doubt, the liquidation preference is intended to provide the Investor (and its permitted assigns) with an aggregate liquidation payment of $2,500,000. 

Stock Options 

 

The following table summarizes the common stock options issued to employees and consultants for services during the year ended December 31, 2025:

 

   Common Stock Options 
   Shares   Weighted Average Exercise
Price		   Weighted Average Remaining Years   Intrinsic Value 
Outstanding at January 1, 2025   2,866,750   $1.86    4.92        - 
Granted   3,904,500   $1.80    5.00    - 
Forfeited   -    -    -    - 
Exercised   -    -    -    - 
Outstanding at December 31, 2025   6,771,250   $1.83    4.43    - 
Exercisable at December 31, 2025   

2,866,750

   $1.86   3.92    - 

 

The fair value of the options granted during the year ended December 31, 2025 was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

 

   2025 
Volatility (based on peer companies)   112%
Risk Free Interest Rate   3.55%
Dividends   None 
Estimated Life in years   2.88 

 

During the years ended December 31, 2025 and 2024, the Company recognized combined share-based compensation expense of $4,265,374 and $268,300, respectively, related to these common stock options. At the Company’s annual meeting on October 21, 2025, stockholders approved an amendment to the Company’s 2023 Incentive Compensation Plan, increasing the shares of common stock authorized for issuance thereunder from 4 million to 10 million.