STOCKHOLDERS’ EQUITY | NOTE 4 - STOCKHOLDERS’ EQUITY 2021 Stock Incentive Plan On July 23, 2024, the Company’s Board of Directors approved an amendment to the Company’s 2021 Stock Incentive Plan (the “2021 Plan”) to increase the number of shares of common stock authorized to be issued under the 2021 Plan from 3,850,000 6,850,000 Warrant Exercise and Issuance On February 6, 2024, the Company entered into agreements with certain holders of its existing warrants exercisable for an aggregate of 3,351,580 2.33 8.1 595,364 3,351,580 2,150,000 1,201,580 (the “Abeyance Shares”) In consideration for the immediate exercise of the Existing Warrants for cash and the payment of $ 0.125 2,513,686 2.43 In connection with the transaction described above, the Company entered into a financial advisory services agreement, dated February 5, 2024, with Roth Capital Partners, LLC (“Roth”), pursuant to which the Company has paid Roth a cash fee of approximately $ 528,000 595,364 Prior to the Warrant Exercise and Issuance, the Existing Warrants were classified as derivative liabilities. Additionally, the Company analyzed the form of the New Warrants and determined that they should be classified as derivative liabilities in accordance with ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity. Under the New Warrants, the Company does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the New Warrants and not result in a change of control of the Company. As a result, such New Warrants do not meet the criteria for equity treatment. Additionally, certain New Warrants contain adjustments to the settlement amount based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815-40 and, accordingly, such New Warrants are not considered indexed to the Company’s own stock and are not eligible for an exception from derivative accounting. See Note 6 – Fair Value Measurement for details regarding the valuation of the Existing Warrants and New Warrants. The Company determined the Warrant Exercise and Issuance to be an exchange by investors of Existing Warrants with an aggregate fair value of $ 1,115,334 8,123,392 7,809,181 314,211 3,351,580 4,742,244 2,189,420 595,364 1,711,698 Warrants See Note 6 – Fair Value of Financial Instruments for details regarding the valuation of the New Warrants. A summary of the Company’s warrant activity and related information follows: SCHEDULE OF WARRANT ACTIVITY Weighted Weighted Average Average Remaining Number of Exercise Life Warrants Price In Years Outstanding, January 1, 2024 4,791,019 $ 10.57 Granted 2,513,686 2.43 Exercised (3,351,580 ) 2.33 Expired (622 ) 3,126 Outstanding, September 30, 2024 3,952,504 $ 3.84 3.55 Exercisable, September 30, 2024 3,952,504 $ 3.84 3.55 As of September 30, 2024, the warrants exercisable and outstanding had an intrinsic value of $ 0 Stock Options On February 13, 2024, the Company granted options to purchase an aggregate 1,934,716 1.45 2,140,000 513,663 1,421,053 50% In applying the Black-Scholes option pricing model to stock options granted, the Company used the following assumptions: SCHEDULE OF STOCK OPTION GRANTED ASSUMPTIONS For the Nine Months Ended September 30, 2024 2023 Risk free interest rate 4.14 4.30% 4.22% Expected term (years) 2.77 5.38 3.5 Expected volatility 101 102% 175% Expected dividends 0.00% 0.00% There were no $ 1.11 2.77 A summary of the stock option activity during the nine months ended September 30, 2024 is presented below: SCHEDULE OF STOCK OPTION ACTIVITY Weighted Weighted Average Average Remaining Number of Exercise Life Intrinsic Options Price In Years Value Outstanding, January 1, 2024 1,466,892 $ 4.11 Granted 1,934,716 1.45 Exercised - - Forfeited - - Outstanding, September 30, 2024 3,401,608 $ 2.60 7.8 $ - Exercisable, September 30, 2024 2,351,081 $ 3.03 7.4 $ - Restricted Stock Units (“RSUs”) Pursuant to the 2021 Plan, the Company may grant RSUs to employees, consultants or non-employee directors (“Eligible Individuals”). The number, terms and conditions of the RSUs that are granted to Eligible Individuals are determined on an individual basis by the 2021 Plan administrator. On the distribution date, the Company shall issue to the Eligible Individual one unrestricted, fully transferable share of the Company’s common stock (or the fair market value of one such share in cash) for each vested and nonforfeitable RSU. A summary of the Company’s unvested RSUs as of September 30, 2024 is as follows: SCHEDULE OF UNVESTED RESTRICTED STOCK UNITS Number of Shares Non-vested at January 1, 2024 97,827 Granted - Vested (97,827 ) Forfeited - Non-vested at September 30, 2024 - Stock-Based Compensation Expense The following table presents information related to stock-based compensation expense: SCHEDULE OF STOCK OPTION EXPENSE For the Three Months Ended For the Nine Months Ended Unrecognized at Weighted Average Remaining Amortization September 30, September 30, September 30, Period 2024 2023 2024 2023 2024 (Years) General and administrative $ 284,245 $ 1,493,704 $ 2,636,941 $ 6,318,562 $ 1,060,129 1.64 Total $ 284,245 $ 1,493,704 $ 2,636,941 $ 6,318,562 $ 1,060,129 1.64 The following table presents stock-based compensation by award type: SCHEDULE OF STOCK COMPENSATION BY AWARD TYPE For the Three Months Ended For the Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Options $ 284,245 $ 329,570 $ 1,651,903 $ 2,802,224 RSUs - 1,164,134 985,038 3,516,338 Total $ 284,245 $ 1,493,704 $ 2,636,941 $ 6,318,562 |