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Note 8 - Warrants

3 Months Ended

Mar. 31, 2026

Note 8 – Warrants

Equity Classified Warrants

During the three months ended March 31, 2026, we issued the following Series F Warrants in connection with the issuance of Series F Preferred Stock (see Note 7) pursuant to the exercise of the AIR by Alpha:

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On January 2, 2026, we issued Series F Warrants to purchase up to 586,441 shares of Common Stock at an initial exercise price of $0.8526. The Series F Warrants are immediately exercisable upon issuance and have a three-year term.

During the three months ended March 31, 2025, we issued the following Series F Warrants in connection with the issuance of Series F Preferred Stock (see Note 7) 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 "the March 2025 Down Round Trigger”, being triggered including with respect to 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.

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, 2025		4,764,386		$	1.0900			2.69
Issued – January 02, 2026		586,441			0.8526			—
Exercise of Series F Warrants		(1,799,847	)		0.8526			—
Outstanding as of March 31, 2026		3,550,980		$	1.0313	*		2.57
Exercisable as of March 31, 2026		3,550,980		$	1.0313	*		2.57

*	Reflects the exercise price after the January 2026* Down Round Trigger*

The table above includes the total Series F Warrants issued with Series F Preferred Stock (see Note 7) and the Series B Warrants issued in the October 2024 Offering (see Note 7) of 3,538,691 and 12,290, respectively, that are outstanding as of March 31, 2026.

During the three months ended March 31, 2026, 1,799,847 Series F Warrants were exercised, and the Company issued 358,806 shares of Common Stock for the cashless exercise of 671,797 Series F Warrants and 1,128,050 shares of Common Stock for cash proceeds of $961,775.

As of March 31, 2026, the intrinsic value of the warrants was $168,851 based on the market price of our stock and the warrant exercise price.

Liability Classified Warrants

The Series A Warrants issued in October 2024, pursuant to an offering, have the following contractual terms.

Each Series A Warrant was 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 warrants, respectively were issued in connection with the reduction so that the aggregate exercise price remains unchanged. During the three months ended March 31, 2026, we recognized a deemed dividend of $1,349,483, 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, July, and August 2025 Down Round Triggers. The March 2025 Down Round Trigger was included in the change in fair value of warrant liabilities as the Series B Warrants were liability classified until April 2, 2025 (see Note 6).

A summary of activity related to the Series A and B warrants, initially classified as liabilities, for the three months ended March 31, 2026 is as follows:

					*Weighted Average*
			*Weighted Average*		*Remaining*
	*Shares*		*Exercise Price*		*Contractual Term*
Outstanding as of December 31, 2025		60,983	$	1.9400		3.75
Outstanding as of March 31, 2026		60,983		1.9400		3.50
Exercisable as of March 31, 2026		60,983	$	1.9400		3.50

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.