Note 5 - Capital Stock

Common Stock

The Company’s Common Stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the ticker symbol “TWAV.” As of December 31, 2025, we had 150,000,000 shares of our Common Stock authorized, with 3,327,399 and 3,327,210 shares issued and outstanding, respectively.

On April 17, 2025, the Company’s Board of Directors authorized a stock repurchase program (the “Stock Repurchase Program”) granting the Company authority to repurchase up to $500,000 of the Company’s Common Stock. Under the Company’s Stock Repurchase Program, repurchases of Common Stock may be funded using the Company’s existing cash balance and/or future cash flows through repurchases made in the open market, in privately negotiated transactions, or pursuant to other means determined by the Company, in each case as permitted by securities laws and other legal requirements. The number of shares purchased under the Stock Repurchase Program and the timing of any purchases may be based on many factors, including the level of the Company’s available cash, general business conditions, and the pricing of the Common Stock. The Stock Repurchase Program does not obligate the Company to acquire a specific number of shares, and may be suspended, modified, or terminated at any time. All shares of Common Stock repurchased under the Stock Repurchase Program are recorded as treasury stock. The Stock Repurchase Program does not have an expiration date. As of the filing of this Report, the Company has not repurchased any shares of Common Stock and has $500,000 remaining under the Stock Repurchase Program.

During the year ended December 31, 2025, 521,725 shares of the Company’s Common Stock were issued related to the exercise of 521,725 Common Warrants. During the year ended December 31, 2024, 282,314 shares of the Company's Common Stock were issued related to the exercise of 282,314 Common Warrants. See discussion of Common Warrants below for further details.

During the year ended December 31, 2025, 1,403,131 shares of the Company's Common Stock were issued related to the exercise of 1,403,131 Pre-Funded Warrants. See discussion of 2025 Private Placement and Pre-Funded Warrants below for further details.

During the year ended December 31, 2025, 257,617 shares of the Company's Common Stock were issued related to the conversion of 970 shares of Series F Preferred Stock, plus accrued dividends of approximately $39,000. During the year ended December 31, 2024, 288,968 shares of the Company’s Common Stock were issued related to the conversion of 3,033 shares of Series F Preferred Stock, plus accrued dividends of approximately $191,000. See Note 6 - Preferred Stock for further details.

Common Stock activity for the years ended December 31, 2025, and 2024 is presented below.

Common Stock Warrants and 2023 Placement Agent Warrants

On March 30, 2023, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which we issued and sold, in a private placement (the “2023 Private Placement”) (i) 6,550 shares of our newly designated Series F Preferred Stock, $0.0001 par value per share (the “Series F Preferred Stock”), (ii) preferred warrants (the “Preferred Warrants”) to acquire 32,750 shares of Series F Preferred Stock, and (iii) common warrants (“Common Warrants” and with the Preferred Warrants the “Investor Warrants”) to acquire up to 95,764 shares of Common Stock. Please refer to Note 6 - Preferred Stock for further discussion on the Series F Preferred Stock and Preferred Warrants.

In connection with the 2023 Private Placement, pursuant to an engagement letter dated March 30, 2023 (the "Engagement Letter"), between the Company and Dawson James Securities, Inc. (the “Placement Agent”), the Company agreed to (i) pay the Placement Agent a cash fee equal to 8% of the aggregate gross proceeds raised in the 2023 Private Placement, and (ii) grant to the Placement Agent warrants (the “2023 Placement Agent Warrants”) to purchase 7,663 shares of Common Stock.

On March 31, 2023, the Company issued the Common Warrants and the Placement Agent Warrants to purchase an aggregate of 103,427 shares of the Company’s Common Stock. The Common Warrants and Placement Agent Warrants have a term of 5 years, commencing six months and one day from the date of issuance, and were initially exercisable for $68.40 per share. The exercise price is subject to customary adjustments for stock splits, stock dividends, stock combination, recapitalization, or other similar transactions involving the Common Stock, and subject to price-based adjustment on a full ratchet basis in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable exercise price for the Common Warrants (subject to certain exceptions). The Common Warrants and Placement Agent Warrants are exercisable for cash, provided that if there is no effective registration statement available permitting the resale of the common shares, they may be exercised on a cashless basis. Exercise of the Common Warrants and Placement Agent Warrants is subject to certain limitations, including a 4.99% beneficial ownership limitation.

On October 6, 2023, the Company and the Investors holding a majority of the outstanding shares of the Preferred Stock agreed to waive any and all provisions, terms, covenants, and obligations in the Certificate of Designations or Common Warrants to the extent such provisions permit the conversion or exercise of the Preferred Stock and the Common Warrants, respectively, to occur at a price below $11.17 (the "Waiver"). Notwithstanding anything to the contrary in the Certificate of Designations, each of the “Alternate Conversion Price” and the “Floor Price” as set forth in the Certificate of Designations shall in no event be less than $11.17 (as adjusted for stock splits, stock dividends, stock combinations, recapitalization, and similar events). On September 13, 2024, the Company and the Investors agreed to delete Section 2 of the Waiver, removing the minimum price restriction on the exercise of Common Warrants.

During the year ended December 31, 2024, 24,104 Common Warrants were issued in accordance with the exercise provisions of the Preferred Warrants. See Note 6 - Preferred Stock for additional detail on the exercises of the Preferred Warrants. These Common Warrants were exercisable at an initial exercise price of $68.40 and have a term of five years.

Pursuant to Sections 2(a) and 2(c) of the Common Warrants (the "Make-whole Provision"), as a result of the 1-for-40 reverse stock split effected on August 23, 2024 (the "Reverse Split"), the exercise price of the Common Warrants and Placement Agent Warrants were adjusted to $3.41 per share, and the number of Common Warrant shares that may be purchased upon exercise of the Common Warrants and the Placement Agent Warrants were increased proportionately so that after the exercise price adjustment the aggregate exercise price payable hereunder for the adjusted number of Common Warrant Shares was the same as the aggregate exercise price in effect immediately prior to the exercise price adjustment. These adjustments resulted in an aggregate of 2,401,047 Common Warrants and 153,470 2023 Placement Agent Warrants remaining outstanding following the Reverse Split. The additional warrants created by the Make-whole Provision resulted in an aggregate deemed dividend of $8,974,000, which will reduce the net income available to common shareholders. Details of the Make-whole Provision transactions are presented below:

During the year ended December 31, 2025, 152,519 Common Warrants were issued in accordance with the exercise provisions of the Preferred Warrants. See Note 6 - Preferred Stock for additional detail on the exercises of the Preferred Warrants. These Common Warrants are exercisable at an exercise price of $3.41 and have a term of five years.

During the year ended December 31, 2025, 521,725 Common Warrants were exercised at a price of $3.41 per share for shares of Common Stock, and the Company received gross and net proceeds of $1,781,000 and $1,639,000, respectively. During the year ended December 31, 2024, 282,314 Common Warrants were exercised at a price of $3.41 per share for shares of Common Stock, and the Company received gross and net proceeds of $964,000 and $887,000, respectively.

As of December 31, 2025, 1,749,527 Common Warrants remained outstanding.

One of our directors, Jonathan Schechter, is currently a partner at The Special Equities Group (“SEG”), a division of Dawson James Securities, Inc. (“Dawson James”). In March 2023, prior to Mr. Schechter’s appointment to our board in May 2023, and pursuant to our 2023 Engagement Letter, Dawson James acted as placement agent in connection with our March 30, 2023 Purchase Agreement. During the year ended December 31, 2025, pursuant to the terms of the 2023 Placement Agent Agreement, we paid Dawson James a cash fee equal to 8% of the aggregate gross proceeds raised from the exercise of the Common Stock Warrants. The fees were $142,000. During the year ended December 31, 2024, we paid Dawson James a cash fee of $77,000. Mr. Schechter did not receive any of the fees paid.

2025 Private Placement and Pre-Funded Warrants

On June 6, 2025, we entered into a securities purchase agreement, dated as of June 5, 2025 (the “2025 Securities Purchase Agreement”), with certain accredited investors (the “Investors”), pursuant to which we issued and sold, in a private placement (the “2025 Private Placement”), pre-funded warrants to acquire up to 1,989,392 shares of our Common Stock (the “Pre-Funded Warrants") in exchange for gross proceeds of approximately $7.5 million. Net proceeds to the Company were approximately $6,888,000, after deducting placement agent fees of $375,000 and other offering expenses of $237,000 payable by the Company.

During the year ended December 31, 2025, 1,403,131 Pre-Funded Warrants were exercised, and as of December 31, 2025, 586,261 Pre-Funded Warrants remained outstanding. Nominal proceeds were received by the Company upon exercise of the Pre-Funded Warrants.

The exercise price upon exercise of each Pre-Funded Warrant is $0.0001 per share of Common Stock, with an aggregate exercise price of $3.77 per share of Common Stock, of which $3.7699 per share of Common Stock was paid by the holders at the closing on June 10, 2025. The exercise price of the Pre-Funded Warrants is subject to appropriate adjustment in the event of stock dividends, subdivisions, stock splits, stock combinations, cash distributions, reclassifications, exchanges, combinations, or substitutions affecting our Common Stock. In lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holders of Pre-Funded Warrants may elect instead to receive upon such exercise the net number of shares of Common Stock determined according to a formula set forth in the Pre-Funded Warrants.

The Pre-Funded Warrants are exercisable immediately upon issuance, subject to the conditions and limitations on exercise set forth in each Pre-Funded Warrant. A holder of the Pre-Funded Warrants may not exercise any portion of such holder’s Pre-Funded Warrants to the extent that the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding shares of Common Stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to the Company, the holder may increase the beneficial ownership limitation to up to 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise.

Pursuant to the 2025 Private Placement, the Company agreed to prepare and file a registration statement with the Securities and Exchange Commission (the “SEC”) registering the resale of the shares of Common Stock underlying the Pre-Funded Warrants no later than 15 days after the date of the Purchase Agreement, and to use commercially reasonable efforts to have the registration statement declared effective within 60 days following the date of the Purchase Agreement (or 90 days following the date of the Purchase Agreement in the event of a “full review” by the SEC). The Company filed the registration statement on June 20, 2025, and it was declared effective on August 1, 2025.

The 2025 Private Placement is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws. Each of the Investors has represented to the Company that it is an accredited investor within the meaning of Rule 501(a) of Regulation D and that it is acquiring the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The Pre-Funded Warrants are being offered without any general solicitation by the Company or its representatives.

Subject to applicable laws and the restriction on transfer set forth in the Pre-Funded Warrants, the Pre-Funded Warrants may be transferred. Upon the consummation of a fundamental transaction (as described in the Pre-Funded Warrants, and generally including any reorganization, recapitalization or reclassification of our common stock, the sale, transfer or other disposition of all or substantially all of our assets, our consolidation or merger with or into another person in which we are not the surviving entity, the acquisition of more than 50% of our outstanding common stock, or any person or group becoming the beneficial owner of 50% of the voting power of our outstanding common stock), a holder of the Pre-Funded Warrants will be entitled to receive, upon exercise of the Pre-Funded Warrants, the same kind and amount of securities, cash or other property that such holder would have received had they exercised the Pre-Funded Warrants immediately prior to such fundamental transaction, without regard to any limitations on exercise contained in the Pre-Funded Warrants. Except for the right to participate in certain dividends and distributions and as otherwise provided in the Pre-Funded Warrants or by virtue of a holder’s ownership of our Common Stock, the holders of the Pre-Funded Warrants do not have the rights or privileges of holders of our Common Stock, including any voting rights, until they exercise their Pre-Funded Warrants. No term of the Pre-Funded Warrants may be amended or waived without the written consent of the holder of such Pre-Funded Warrants.

2025 Placement Agent Warrants

Dawson James again served as the Company’s exclusive Placement Agent in connection with the 2025 Private Placement, pursuant to that engagement letter, dated as of June 4, 2025, as amended, between the Company and Placement Agent (the “2025 Engagement Letter”). Pursuant to the 2025 Engagement Letter, the Company paid the Placement Agent (i) a total cash fee equal to 5% of the aggregate gross proceeds raised in the 2025 Private Placement and (ii) up to $50,000 for fees and expenses of legal counsel and other out-of-pocket expenses. In addition, the Company issued to the Placement Agent or its designees warrants (the “2025 Placement Agent Warrants”) to purchase up to an aggregate of 99,470 shares of Common Stock. The Placement Agent Warrants are exercisable immediately upon issuance. The terms of the Placement Agent Warrants are substantially the same as those of the Pre-Funded Warrants, except that the Placement Agent Warrants will expire on June 10, 2030, are initially exercisable at a price of $4.71 per share of Common Stock, may only be exercised a cashless basis if there is no effective registration statement registering the underlying shares, and in the event of a Fundamental Transaction as defined in the Placement Agent Warrants, warrant holders may require the company to purchase the remaining unexercised portion of a Placement Agent Warrant for an amount equal to the Black-Scholes Value of that portion, as of the date of the Fundamental Transaction, unless the Fundamental Transaction is not within the Company’s control, as described in the Placement Agent Warrants. There is no established public trading market for the Placement Agent Warrants, and we do not intend to list the Placement Agent Warrants on any national securities exchange or nationally recognized trading system.

The 2025 Placement Agent Warrants were issued on June 10, 2025, and as of December 31, 2025, no 2025 Placement Agent Warrants have been exercised.

As discussed above, one of our directors is currently a partner at SEG, a division of Dawson James. During the year ended December 31, 2025, pursuant to the terms of the 2025 Placement Agent Agreement, we paid Dawson James a cash fee equal to $375,000 (or 5% of the aggregate gross proceeds raised from the 2025 Private Placement) and $50,000 in fees and expenses. Mr. Schechter did not receive any of the fees paid, nor were any of the 2025 Placement Agent Warrants issued to him.

Advisor Warrants

On June 5, 2025, the Company issued warrants to acquire up to 100,000 shares of our Common Stock (the "Advisor Warrants") to Brandon Sofer, our advisory agent (in such capacity, the "Advisory Agent"), in connection with the Advisory Agent's provision of certain treasury advisory services. The terms of the Advisor Warrants are identical to those of the Placement Agent Warrants, except that the Advisor Warrants will expire on June 5, 2028, are initially exercisable in part beginning on July 7, 2025 at a price of $3.77 per share of Common Stock, and will vest in equal installments at a rate of 1/12th (8.33%) per month, beginning on the thirty day anniversary of the issue date, for twelve month.

As of December 31, 2025, 50,000 of the Advisor Warrants had vested and no Advisor Warrants had been exercised.

Outstanding warrants for the Company's Common Stock, as of December 31, 2025, are as follows:

(1) The aggregate exercise price for the Pre-Funded Warrants is $3.77, of which $3.7699 was paid upon issuance of the warrants and $0.0001 payable upon exercise of the warrant. The exercise of these warrants will not result in material proceeds for the Company.

Warrant activity for the years ended December 31, 2025, and 2024 is presented below:

Treasury Shares

The Company maintains Treasury Stock for the Common Stock shares it buys when it withholds shares to cover taxes on stock compensation transactions. There were no treasury stock transactions during the years ended December 31, 2025, and 2024, and the treasury shares outstanding were 189 as of December 31, 2025, and 2024.