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Note 8 - Warrants

6 Months Ended

Jun. 30, 2025

Note 8 – Warrants

Equity Classified Warrants

As previously disclosed in Note 7, we issued Series F Warrants in connection with the issuance of Series F Preferred Stock upon Alpha exercising their AIR on February 7, 2025, March 17, 2025, May 5, 2025, June 6, 2025, June 9, 2025 and June17, 2025.

During the six months ended June 30, 2025, we issued the following Series F Warrants in connection with the issuance of Series F Preferred Stock pursuant to the exercise of the AIR by Alpha:

	●	On February 7, 2025, we issued Series F Warrants to purchase up to 450,390 shares of Common Stock at an initial exercise price of $2.2203. The Series F Warrants are immediately exercisable upon issuance and have a three-year term.

	●	On March 17, 2025, we issued Series F Warrants to purchase up to 415,420 shares of Common Stock at an initial exercise price of $1.2036. The Series F Warrants are immediately exercisable upon issuance and have a three-year term. This issuance resulted in down round provisions embedded within previously issued Series F and Series F Warrants being triggered (the “March 2025 Down Round Trigger”), including the Series F Warrants issued on February 7, 2025. See the deemed dividends resulting from the March 2025 Down Round Trigger above. See Down Round Triggers and Deemed Dividends in Note 7 above.

	●	On May 5, 2025, we issued Series F warrants to purchase up to 602,846 shares of Common Stock at an initial exercise price of $.8294. The Series F Warrants are immediately exercisable upon issuance and have a three-year term. This issuance resulted in down round provisions embedded within previously issued Series F and Series F Warrants being triggered (the “May 2025 Down Round Trigger”). See Down Round Triggers and Deemed Dividends in Note 7 above.

	●	On June 6 , 2025, we issued an aggregate of 418,831 shares of Common Stock at an initial conversion price of $1.1938. The warrants are immediately exercisable upon issuance and have a three-year term.

	●	On June 9, 2025, we issued an aggregate of 838,364 shares of Common Stock at an initial conversion price of $1.1928. The warrants are immediately exercisable upon issuance and have a three-year term.

	●	On June 17, 2025, we issued an aggregate of 797,067 shares of Common Stock at an initial conversion price of $1.2546. The warrants are immediately exercisable upon issuance and have a three-year term.

A summary of activity related to warrants, classified within stockholders’ equity (deficit) for the periods presented is as follows:

							Weighted Average
				*Weighted Average*			*Remaining*
	*Shares*			*Exercise Price*			*Contractual Term*
Outstanding as of December 31, 2024		317,664		$	4.9600			2.60
Issued – February 7, 2025		450,390			0.8294	*		—
Issued – March 17, 2025		415,420			0.8294	*		—
Issued - May 5, 2025		602,846			0.8294			—
Issued - June 2025		2,054,262			1.2169			—
Warrants exchanged for common stock		(125,362	)		1.1000			—
Reclassification of Series B Warrants		7,881,884			0.8294	*		—
Outstanding as of June 30, 2025		11,597,104		$	0.9529	*		3.80
Exercisable as of June 30, 2025		11,597,104		$	0.9529	*		3.80

*	Reflects the exercise price after the May 2025 Down Round Trigger on May 5, 2025 as described above.

As of June 30, 2025, the intrinsic value of the warrants was $330,639 based on the market price of our stock and the warrant exercise price.

Liability Classified Warrants

The Series A and B warrants issued in October 2024 pursuant to an offering have the following contractual terms.

Each Series A Warrant and B Warrant is immediately exercisable on the date of issuance and expires five years from the closing date of the offering.

Under the alternate cashless exercise option of the Series A Warrants, a holder of the Series A Warrant, has the right to receive an aggregate number of shares equal to the product of (x) the aggregate number of shares of Common Stock that would be issuable upon a cash exercise of the Series A Warrant and (y) 2.0. In addition, the Series A Warrants and Series B Warrants contain a reset of the exercise price to a price equal to the lesser of (i) the then exercise price and (ii) the lowest volume weighted average price for the five trading days immediately preceding and immediately following the date the Company effects a reverse stock split in the future with a proportionate adjustment to the number of shares underlying the Series A Warrants and Series B Warrants so that the aggregate exercise price remains constant in such an event (the “Share Combination Event”). The Share Combination Event was eliminated from the contractual terms of the Series B Warrants with the execution of the Series B Amendment (see Note 6). Finally, with certain exceptions, the Series B Warrants provide for a down round adjustment to the exercise price and number of shares underlying the Series B Warrants upon the Company’s issuance of its Common Stock or common stock equivalents at a price per share that is less than the exercise price of the Series B Warrant. The exercise price was adjusted down to $1.20 and further adjusted down to $0.8294 with the March 2025 Down Round Trigger and May 2025 Down Round Triggers, respectively, and an additional 2,582,234 and 3,057,622, respectively warrants were issued in connection with the reduction so that the aggregate exercise price remains unchanged. During the three months ended June 30, 2025, we recognized a deemed dividend of $2,426,968 which has been included on the statement of stockholders' equity as a reduction of accumulated deficit and as additional paid-in capital for the incremental value due to the May 2025 Down Round Trigger. the March 2025 Down Round Trigger was included in the change in fair value of warrants liabilities as the Series B Warrants were liability classified until April 2, 2025.

As disclosed in Note 6, the contractual terms of the Series B warrants were amended on April 2, 2025 which led to the reassessment of the Series B Warrants classification. The Series B amended contractual terms resulted in the Series B warrants no longer being precluded from being classified within stockholders' equity. Therefore, during the six months ended June 30, 2025, we reclassified the fair value of the Series B warrants of $7,766,000 from warrant liability to additional paid-in capital.

A summary of activity related to the Series A and B warrants, initial classified as liabilities, for the six months ended June 30, 2025 is as follows:

						*Weighted Average*
				*Weighted Average*		*Remaining*
	*Shares*			*Exercise Price*		*Contractual Term*
Outstanding as of December 31, 2024		4,628,312		$	1.9445		4.75
Issued – March 2025 Down Round Trigger		2,582,234			1.2036		—
Issued – May 2025 Down Round Trigger		3,057,622			0.8294		—
Series B exercised		(2,220,688	)		0.9639		—
Reclassification of Series B Warrants		(7,881,884	)		0.8294		—
Outstanding as of June 30, 2025		165,596		$	1.9445		4.25
Exercisable as of June 30, 2025		165,596		$	1.9445		4.25

The outstanding and exercisable Series A Warrants provide for an alternative cashless exercise which allows the holder to exercise the Series A Warrant for no consideration and receive two shares of common stock for each warrant exercised.