11. SUBSEQUENT EVENTS

Issuance of Options

From January 1 to March 23, 2026, the Company issued 463,263 options at a weighted exercise price of $1.53 to consultants.

Issuance of Stock

On January 12, 2026, the Company issued 8,362 shares of common stock having a value of $14,550.36 (based on $1.74 price using the calculated by using 120% of the dollar value weighted average price of our common stock on the New York Stock Exchange for the thirty (30) trading days immediately preceding the date of the purchase payment or the minimum share price of $1.74) to a service provider under a master services agreement in consideration of services rendered. The issuance was exempt under Section 4(a)(2) of the Securities Act of 1993, as amended.

On February 20, 2026, the Company issued 5,449 shares of common stock having a value of $14,550.36 (based on $2.67 price using the calculated by using 120% of the dollar value weighted average price of our common stock on the New York Stock Exchange for the thirty (30) trading days immediately preceding the date of the purchase payment or the minimum share price of $1.74) to a service provider under a master services agreement in consideration of services rendered. The issuance was exempt under Section 4(a)(2) of the Securities Act of 1993, as amended.

On March 12, 2026, the Company issued 6,037 shares of common stock having a value of $14,550.36 (based on $2.41 price using the calculated by using 120% of the dollar value weighted average price of our common stock on the New York Stock Exchange for the thirty (30) trading days immediately preceding the date of the purchase payment or the minimum share price of $1.74) to a service provider under a master services agreement in consideration of services rendered. The issuance was exempt under Section 4(a)(2) of the Securities Act of 1993, as amended.

Underwritten Public Offering

On March 4, 2026, the Company closed an underwritten public offering of 20,000,000 shares of its common stock at a public offering price of $1.50 per share for aggregate gross proceeds of $30 million, prior to deducting underwriting discounts and other offering expenses. In addition, on March 9, 2026, the Company closed on the partial exercise of underwriter over-allotment option for the above referenced public offering for an additional 2,005,875 shares of common stock at the public offering price of $1.50 per share resulting in additional gross proceeds of approximately $3 million.  After giving effect to the partial exercise of the over-allotment option, the total number of shares sold by Company in the public offering increased to 22,005,875 and gross proceeds increased to approximately $33 million. 

These subsequent events may have a material impact on the Company’s financial position, results of operations, and cash flows in future periods, and they are disclosed here for informational purposes. Investors should consider the potential impact of these events on their assessments of the Company’s financial condition and performance.

Liquidity Considerations

Subsequent to December 31, 2025, the Company successfully executed an underwritten public offering resulting in gross proceeds of approximately $33 million. The Company’s current cash position provides sufficient liquidity to meet its obligations for at least twelve months from the issuance date of this report. As a result of receiving these proceeds, management has concluded that substantial doubt regarding the Company’s ability to continue as a going concern no longer exists.