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COMMON STOCK PURCHASE WARRANTS | 9 Months Ended
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Sep. 30, 2025
Common Stock Purchase Warrants |
COMMON STOCK PURCHASE WARRANTS | NOTE 11. COMMON STOCK PURCHASE WARRANTS The following table summarizes information about shares issuable under warrants outstanding during the nine months ended September 30, 2025 and 2024: SCHEDULE OF WARRANT ACTIVITY
|  | Warrants |  |  | Weighted average exercise price |
Balance, January 1, 2025 |  |  | 5,448 |  |  | $ | 1,900.00 |
Issuance February 2025 – Prefunded Warrants |  |  | 49,075 |  |  |  | 0.001 |
Issuance/activation of February 2025 – Series A Warrants |  |  | 347,796 |  |  |  | 62.00 |
Issuance of September 2025 – Detachable Warrants |  |  | 476,569 |  |  |  | 2.124 |
Issuance/activation of February 2025 – Series B Warrants |  |  | 1,669,357 |  |  |  | — |
Exercise February 2025 – Prefunded Warrants |  |  | (49,075 | ) |  |  | 0.001 |
Exercised June 2024 - Series B warrants |  |  | (1,897 | ) |  |  | 0.001 |
Exercised February 2025 – Series B Warrants |  |  | (1,669,320 | ) |  |  | — |
Terminated/Cancelled |  |  | — |  |  |  | — |
Balance, September 30, 2025 |  |  | 827,953 |  |  | $ | 171.22 |
|  | Warrants |  |  | Weighted average exercise price |
Balance, January 1, 2024 |  |  | 563 |  |  | $ | 13,000.00 |
Issued |  |  | 884 |  |  |  | 5,020.00 |
Exercised |  |  | — |  |  |  | — |
Terminated/Cancelled |  |  | — |  |  |  | — |
Balance, September 30, 2024 |  |  | 1,447 |  |  | $ | 8,120.00 |
The total intrinsic value of all outstanding warrants aggregated $88 and $2,128,320 as of September 30, 2025 and December 31, 2024, respectively and the weighted average remaining term was 45.6 and 42.6 months as of September 30, 2025 and 2024, respectively. The following table summarizes the range of exercise prices and weighted average remaining contractual life for outstanding and exercisable warrants to purchase shares of Common Stock as of September 30, 2025: SCHEDULE OF RANGE OF EXERCISE PRICES AND WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF WARRANTS
|  |  | Outstanding and exercisable warrants |
Exercise price |  |  | Number of warrants |  |  | Weighted average remaining contractual life |
$ | — |  |  |  | 37 |  |  |  | 2.1 years |
$ | 2.124 |  |  |  | 476,569 |  |  |  | 5.0 years |
$ | 62.00 |  |  |  | 347,796 |  |  |  | 4.6 years |
$ | 1,004.00 |  |  |  | 2,989 |  |  |  | 3.7 years |
$ | 11,000,00 |  |  |  | 188 |  |  |  | 2.5 years |
$ | 13,000.00 |  |  |  | 188 |  |  |  | 2.5 years |
$ | 15,000.00 |  |  |  | 186 |  |  |  | 2.5 years |
|  |  |  |  | 827,953 |  |  |  | 4.8 years |
September 2025 Detachable Purchase Warrants On September 15, 2025, the Company entered into a Securities Purchase Agreement with an institutional investor, pursuant to which the Company issued Senior Secured Convertible Notes (the “September 2025 Notes”) with an aggregate original principal amount of $806,451 and detachable common stock purchase warrants to purchase 476,569 shares of the Company’s common stock at an exercise price of $2.124 per share. The detachable common stock purchase warrants have a term of 5 years from the date of issuance. February 2025 Purchase Warrants On February 13, 2025, the Company issued pre-funded units, each consisting of one-prefunded warrant (to purchase a total of 49,075 shares of Common Stock), one Series A warrant and one Series B warrant along with the sale of units, each consisting of one share of Common Stock, one Series A warrant and one Series B warrant. The Series A and Series B warrants were exercisable only upon receipt of stockholder approval to approve each of (i) certain terms in the Series A warrants and Series B warrants and the issuance of the shares of Common Stock issuable upon the exercise of such warrants, as may be required by the applicable rules and regulations of The Nasdaq Stock Market LLC and (ii) if necessary, a proposal to amend the Company’s Articles of Incorporation, as amended, to increase the authorized share capital of the Company to an amount sufficient to cover the shares of Common Stock issuable upon the exercise of the Series A warrants and Series B warrants. The Series A Warrants were exercisable commencing upon the date of public notice of the Stockholder Approval (the “Warrant Stockholder Approval Date”) until five years after the Warrant Stockholder Approval Date, and the Series B Warrants were exercisable commencing upon the Warrant Stockholder Approval Date until two and one-half years after the Warrant Stockholder Approval Date. Both the Series A and Series B warrants contain reset provisions that are activated upon the date Stockholder Approval is obtained. The Company’s Shareholders approved the issuance of the Series A and B warrants at a Special Meeting of Shareholders on May 6, 2025 which serves as the Warrant Stockholder Approval Date. The Series A and B warrant terms provide for net cash settlement outside the control of the Company under certain circumstances. As such, the Company is required to treat the Series A and B warrants as derivative liabilities until such time as the circumstances which allow for settlement outside the control of the Company are terminated or no longer applicable. Warrant derivative liabilities treatment of the Series A and B warrants to be valued at their estimated fair value at their issuance/activation date and at each reporting date with any subsequent changes reported in the condensed consolidated statements of operations as the change in fair value of warrant derivative liabilities. Furthermore, the Company re-values the fair value of warrant derivative liability as of the date the warrant is exercised with the resulting warrant derivative liability transitioned to change in fair value of warrant derivative liabilities through the condensed consolidated statement of operations. The pre-funded warrants were all exercised within days of their issuance therefore their total fair value was estimated to be $1,803 at the time of their exercise which remained the same as their fair value as of the date of issuance. The following are the assumptions used in calculating the estimated fair value of the pre-funded warrants to purchase Common Stock which were effective and exercisable upon issuance on February 13, 2025: SCHEDULE OF WARRANT MODIFICATION
|  | Pre funded warrants issuance date – February 13, 2025 assumptions |
Volatility – range |  |  | 110.1 | %
Risk-free rate |  |  | 4.27 | %
Dividend |  |  | — | %
Remaining contractual term |  |  | 0.03 years |
Exercise price |  | $ | 0.001 |
Common stock issuable under the warrants |  |  | 49,075 |
During the nine months ended September 30, 2025, the pre-funded warrants to purchase 49,075 shares of Common Stock were fully exercised. In conjunction with the exercise of the pre-funded warrants, the Company transitioned the related warrant derivative liability totaling $1,803 to equity as of their exercise date. The warrant derivative liability related to the pre-funded warrants was $-0- as of September 30, 2025. The Series A warrants were issued/activated on Warrant Shareholder Approval Date of May 6, 2025 and their total fair value was estimated to be $1,340,214 at the time of their issuance/activation. The following are the assumptions used in calculating the estimated fair value of the Series A warrants to purchase Common Stock which were effective and exercisable upon the Warrant Shareholder Approval Date of May 6, 2025:
|  | Series A warrants issuance/activation date – May 6, 2025 assumptions |
Volatility – range |  |  | 158.07 | %
Risk-free rate |  |  | 3.87 | %
Dividend |  |  | — | %
Remaining contractual term |  |  | 5.0 years |
Exercise price |  | $ | 62.00 |
Common stock issuable under the warrants |  |  | 347,796 |
On June 27, 2025, the circumstances under which the Series A warrant terms allow for settlement outside the control of the Company were terminated and no longer applicable. Therefore, the Company determined the fair value of the warrant liability as of that date ($530,101) and transitioned that value to equity as the Series A warrants were no longer treated as warrant derivative liabilities. In conjunction with change in warrant liability treatment of the Series A warrant on June 27, 2025, the Company transitioned the related warrant derivative liability totaling $530,101 to equity. The following are the assumptions used in calculating the estimated fair value of the Series A warrants to purchase Common Stock as of transition date of June 27, 2025:
|  | Series A warrants transition date – June 27, 2025 assumptions |
Volatility – range |  |  | 154.71 | %
Risk-free rate |  |  | 3.79 | %
Dividend |  |  | — | %
Remaining contractual term |  |  | 4.86 years |
Exercise price |  | $ | 62.00 |
Common stock issuable under the warrants |  |  | 347,796 |
The Series B warrants were issued/activated on Warrant Shareholder Approval Date of May 6, 2025 which based on the reset provisions a total of 1,669,357 Series B were issued at a zero exercise price and their total fair value was estimated to be $5,406,408. The Series B Warrants contain a zero-exercise price option at the holder’s election. Under the zero-exercise price option, a holder of the Series B 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 B Warrant and (y) three (3.0). As a result of this feature, we did not receive nor did we expect to receive any cash proceeds from the exercise of the Series B Warrants because it is highly unlikely that a Series B Warrant holder would elect to pay an exercise price in cash to receive one share of common stock when they could elect the alternate cashless exercise option and pay no exercise price to receive more shares of common stock than they would receive if they did pay an exercise price. The following are the assumptions used in calculating the estimated fair value of the Series B warrants to purchase Common Stock which were effective and exercisable upon the Warrant Shareholder Approval Date of May 6, 2025:
|  | Series B warrants issuance/activation date – May 6, 2025 assumptions |
Volatility – range |  |  | 195.04 | %
Risk-free rate |  |  | 3.87 | %
Dividend |  |  | — | %
Remaining contractual term |  |  | 2.5 years |
Exercise price |  | $ | 0.00 |
Common stock issuable under the warrants |  |  | 1,669,357 |
Of the 1,669,357 total Series B warrants issued on May 6, 2025 a total of 1,669,320 warrants valued at $5,406,320 were immediately exercised by their holders and transitioned to equity during the three and nine months ended September 30, 2025. There remain 37 Series B warrants issued and outstanding at September 30, 2025 which were valued at $88. 2024 Purchase Warrants On June 25, 2024, the Company issued Series A and prefunded warrants to purchase a total of 88,411 shares of Common Stock along with the sale of Common Stock. The Company also issued Series B Warrants that will be issuable and exercisable at any time or times on or after the date that relevant stockholder approval is obtained in addition to the Series A warrants that are not included in outstanding warrants until such time as relevant stockholder approval is obtained. Both the Series A and Series B warrants have reset provisions that are activated upon the date relevant stockholder approval is obtained. The warrant terms provide for net cash settlement outside the control of the Company under certain circumstances. As such, the Company is required to treat these warrants as derivative liabilities which are valued at their estimated fair value at their issuance date and at each reporting date with any subsequent changes reported in the condensed consolidated statements of operations as the change in fair value of warrant derivative liabilities. Furthermore, the Company re-values the fair value of warrant derivative liability as of the date the warrant is exercised with the resulting warrant derivative liability transitioned to change in fair value of warrant derivative liabilities through the condensed consolidated statement of operations. The Series B warrants issued in this transaction become issuable and exercisable on the date that relevant stockholder approval is obtained, if ever. Relevant stockholder approval was obtained on December 17, 2024 which activated the Series A and B warrants. Both the Series A and Series B warrants also contain price and warrant reset provisions that were activated upon the date of relevant stockholder approval. The reset provisions increased the number of common shares issuable under the Series A warrant from 59,761 to 298,805 shares and the exercise price per Series A warrant was reduced from $50.20 to $10.04 per share effective December 17, 2024. In addition, the Series B warrants became effective and exercisable upon relevant stockholder approval on December 17, 2024 which resulted in 238,339 common shares issuable under the Series B warrants with an exercise price of $0.001 per share effective December 17, 2024. The Company recognized the full Series B warrant derivative liability value of $2,865,727 as of the date of relevant stockholder approval when it became effective and exercisable of which $454,150 was recorded in equity and $2,411,577 was charged as a loss in the consolidated statement of operations for the year ended December 31, 2024. The following are the assumptions used in calculating the estimated fair value of the detachable Series B warrants to purchase Common Stock which became effective and exercisable upon relevant stockholder approval on December 17, 2024 and on December 31, 2024:
|  | Series B issuance date - December 17, 2024 assumptions |  |  | Series B - December 31, 2024 assumptions |
Volatility – range |  |  | 105.5 | % |  |  | 105.7 | %
Risk-free rate |  |  | 4.26 | % |  |  | 4.38 | %
Dividend |  |  | — | % |  |  | — | %
Remaining contractual term |  |  | 4.5 years |  |  |  | 4.48 years |
Exercise price |  | $ | 0.001 |  |  | $ | 0.001 |
Common stock issuable under the warrants |  |  | 238,339 |  |  |  | 189,689 |
During the year ended December 31, 2024, prefunded warrants to purchase 28,650 shares of Common Stock were fully exercised. No pre-funded warrants were exercised during the three months ended September 30, 2025. In conjunction with the exercise of the Series B warrants, the Company transitioned the related warrant derivative liability totaling $584,955 to equity as of their exercise date in 2024. The warrant derivative liability related to the remaining unexercised Series B warrants was $1,989,806 as of December 31, 2024. The change in fair value of the Series B warrant derivative liability from their issuance date through December 31, 2024 totaled $290,965 which was included as a loss in the condensed consolidated statement of operations for the year ended December 31, 2024. During the nine months ended September 30, 2025, Series B warrants to purchase 1,897 shares of Common Stock were fully exercised. In conjunction with the exercise of the Series B warrants, the Company transitioned the related warrant derivative liability totaling $1,989,806 to equity as of their exercise date. The warrant derivative liability related to the Series B warrants was $-0- as of September 30, 2025, as they are now fully exercised. The Company has utilized the following assumptions in its Black-Scholes option valuation model to calculate the estimated fair value of the derivative liability relative to the prefunded warrants and Series A warrants as of their date of issuance and as of December 31, 2024 and September 30, 2025:
|  | Issuance date assumptions |  |  | December 31, 2024 assumptions |  |  | September 30, 2025 assumptions |
Volatility – range |  |  | 72.1 - 101.1 | % |  |  | 105.7 | % |  |  | 151.59 | %
Risk-free rate |  |  | 4.25 – 5.46 | % |  |  | 4.38 | % |  |  | 3.68 | %
Dividend |  |  | — | % |  |  | — | % |  |  | — | %
Remaining contractual term |  |  | 0.1-5.0 years |  |  |  | 4.5 years |  |  |  | 3.7 years |
Exercise price |  | $ | 5,020.00 |  |  | $ | 1,004.00 |  |  |  | 1,004.00 |
Common stock issuable under the warrants |  |  | 884 |  |  |  | 2,989 |  |  |  | 2,989 |
The Company recognized the fair value of the Series A warrants of $1,998,074 as a warrant derivative liability as of the date of issuance. There have been no Series A warrants exercised through September 30, 2025. The fair value of the warrant derivative liability related to the Series A warrants was $1,853 and $2,408,598 as of September 30, 2025 and December 31, 2024, respectively. The change in fair value of the Series A warrant derivative liability from December 31, 2024 to September 30, 2025 totaled $2,406,745 which was included as a gain in the condensed consolidated statements of operations for the nine months ended September 30, 2025. 2023 Purchase Warrants On April 5, 2023, the Company issued warrants to purchase a total of 562 shares of Common Stock. The warrant terms provide for net cash settlement outside the control of the Company under certain circumstances. As such, the Company is required to treat these warrants as derivative liabilities which are valued at their estimated fair value at their issuance date and at each reporting date with any subsequent changes reported in the condensed consolidated statements of operations as the change in fair value of warrant derivative liabilities. Furthermore, the Company re-values the fair value of warrant derivative liability as of the date the warrant is exercised with the resulting warrant derivative liability transitioned to change in fair value of warrant derivative liabilities through the condensed consolidated statement of operations. The Company has utilized the following assumptions in its Black-Scholes option valuation model to calculate the estimated fair value of the warrant derivative liabilities as of September 30, 2025 and as of December 31, 2024:
|  | December 31, 2024 assumptions |  |  | September 30, 2025 assumptions |
Volatility – range |  |  | 109.5 | % |  |  | 151.59 | %
Risk-free rate |  |  | 4.38 | % |  |  | 3.68 | %
Dividend |  |  | — | % |  |  | — | %
Remaining contractual term |  |  | 3.3 years |  |  |  | 2.5 years |
Exercise price |  |  | 11,000.00 – 15,000.00 |  |  |  | 11,000.00 – 15,000.00 |
Common stock issuable under the warrants |  |  | 562 |  |  |  | 562 |

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