13.   Share-Based Compensation

Equity Incentive Plan

On June 18, 2025, the stockholders of the Company approved Amendment No. 2 to the Amended and Restated 2020 Equity Incentive Plan (the “Prior Plan”) to increase the total number of shares of Common Stock reserved for issuance under the Prior Plan by 108,612 shares to 191,112 total shares issuable under the Prior Plan. On June 27, 2025, the Board approved a further amendment to the Prior Plan which removed the annual individual grant limit of 20,000 shares.

On November 21, 2025, the stockholders of the Company approved the Second Amended and Restated 2020 Equity Incentive Plan (the “Plan”), which amends and restates the Prior Plan, to increase the total number of shares of Common Stock reserved for issuance under the Plan to 2,972,787 total shares. On November 21, 2025, the stockholders of the Company also approved a further amendment to the Plan which re-established annual individual grant limits as discussed below.  As of December 31, 2025 and 2024, 1,867,209 and 1,423 shares, respectively, were available for future grants.

The Plan provides for grants to employees, members of the Board, consultants and advisors to the Company, in the form of stock awards, options, and other equity-based awards. The amount and terms of grants are determined by the Board. Stock options have a maximum term of 10 years after date of grant and are exercisable in cash or as otherwise determined by the Board. The maximum aggregate number of shares subject to grant under the Plan to any individual, with the exception of any non-employee director, during any calendar year is limited to 500,000 shares. With respect to any non-employee director, the maximum aggregate number of shares subject to grant under the Plan to any individual during any calendar year is limited to 200,000 shares.

The table below sets forth the outstanding options to purchase common shares under the Plan:

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As of December 31, 2025 and 2024, the aggregate intrinsic value of options outstanding and exercisable was $0.

During the year ended December 31, 2025, the Company granted certain individuals options to purchase 1,039,853 shares of the Company’s Common Stock with an average exercise price of $5.99 per share, contractual terms of 10 years and a vesting periods ranging from 100% after one year to 33.333% after one year and the remaining 66.667% in 24 equal monthly installments, thereafter. The options had an aggregate grant date fair value of $4,961,557 that was calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model included: (1) discount rates ranging from of 3.775% to 4.0275% based on the daily par yield curve rates for U.S. Treasury obligations, (2) expected lives of 5.5 years to 6.0 years based on the simplified method (vesting plus contractual term divided by two), (3) expected volatility ranging from 96.92% to 99.57% based on the average historical volatility of comparable companies’ stock, (4) no expected dividends and (5) fair market value of the Company’s stock ranging from $4.71 to $6.14 per share.

During the year ended December 31, 2024, the Company granted certain individuals options to purchase 15,031 shares of the Company’s common stock with an average exercise price of $8.93 per share, contractual terms of 10 years and a vesting period of one year. The options had an aggregate grant date fair value of $105,931 that was calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model included: (1) discount rate of 4.2975% based on the daily par yield curve rates for U.S. Treasury obligations, (2) expected life of 5.5 years based on the simplified method (vesting plus contractual term divided by two), (3) expected volatility of 100.76% based on the average historical volatility of comparable companies’ stock, (4) no expected dividends and (5) fair market value of the Company’s stock of $8.925 per share.

For the years ended December 31, 2025 and 2024, the Company recognized share-based compensation expense related to stock options of $355,642 and $476,021, respectively. The unrecognized compensation expense for stock options at December 31, 2025 and 2024 was $4,719,830 and $168,741, respectively.

Stock Options for Unregistered Securities

In addition to the stock options issued under the Plan, and in conjunction with the IPO, the Company granted non-qualified stock options to purchase 11,700 shares of common stock as provided for in the employment agreement of our former President, Richard Burch (the “President Options”). The President Options are exercisable within 10 years of the date of grant at $250.00 per share, were 100% vested at the grant date and have a remaining contractual term of 4.96 years. As of December 31, 2025, there was no unrecognized compensation expense related to these options as they were 100% vested upon issuance. The shares of common stock issuable upon exercise of the President Options will be unregistered, and the option agreement does not include any obligation on the part of the Company to register such shares of common stock.

Consequently, the Company has not recognized a contingent liability associated with registering the securities for the arrangement. As of December 31, 2025, the aggregate intrinsic value of the President Options was $0.

Underwriters Warrants

In conjunction with the IPO, the Company granted the underwriters warrants to purchase 6,900 shares of common stock at an exercise price of $312.50 per share. The warrants had a five-year contractual term and became 100% exercisable on December 21, 2021 and expired on December 21, 2025.

In conjunction with the offering in September 2022, the Company granted the underwriter warrants to purchase 20,000 shares of common stock at an exercise price of $15.625 per share (the “Representative Warrants”), of which 855 warrants remain outstanding as of December 31, 2025. The Representative Warrants have a five-year contractual term and became 100% exercisable on March 18, 2023.

There were no warrant exercises for the years ended December 31, 2025 and 2024 and there is no unrecognized compensation expense for these awards as of December 31, 2025.

The table below sets forth the outstanding warrants to purchase common shares:

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As of December 31, 2025, the aggregate intrinsic value of the warrants outstanding was $0.