| STOCK OPTION PLAN AND STOCK-BASED COMPENSATION |
NOTE
13 – STOCK OPTION PLAN AND STOCK-BASED COMPENSATION
On
January 15, 2021, the Company adopted a stock option plan entitled “The 2021 Employee, Director and Consultant Stock Plan”
(the “2021 Plan”) under which the Company may grant Options to Purchase Stock, Stock Awards or Stock Appreciation Rights
up to 15% of the then fully diluted number of shares of the Company’s Common Stock, automatically adjusted on January 1 each year.
On January 1, 2025, the 2021 Plan was reset in accordance with its stipulations. After the reset on January 1, 2025, there were 46,610,565
shares of Common Stock awards available for grant.
Under
the terms of the 2021 Plan, the Board of Directors shall specify the exercise price and vesting period of each stock option on the grant
date. Vesting of the options is typically immediate and the options typically expire in five years. Stock Awards, which are fully and
immediately vested upon issuance, may be directly issued under the Plan (without any intervening options).
Shares
Awarded and Issued 2021 Plan:
As
at January 1, 2025, there were 5,520,101 shares issued valued at a fair historic market value of $481,075 at the time of award and at
December 31, 2025, there were 10,062,844 shares issued valued at a fair historic market value of $807,723 at the time of award. As at
January 1, 2024, there were 5,520,101 shares issued valued at a fair historic market value $480,976 at the time of award.
The
following table summarizes the Company’s granted and issued stock awards in the years ended December 31, 2025, and 2024:
SCHEDULE
OF GRANTED AND ISSUED STOCK AWARDS
Issuances under the 2021 Stock Plan in the period January 1 and December 31, 2024
| Date | |
| |
# Shares | | |
Amount | | |
Price/Share | | |
Type | |
Notice |
| 1/01/2024 | |
| |
| 5,288,687 | | |
$ | 90,856 | | |
$ | 0.017 | | |
| |
|
| 3/22/2024 | |
| |
| 211,269 | | |
| 21,338 | | |
| 0.101 | | |
stipend | |
affiliate |
| 3/22/2024 | |
| |
| 72,423 | | |
| 7,315 | | |
| 0.101 | | |
stipend | |
|
| 3/22/2024 | |
| |
| 979,191 | | |
| 101,835 | | |
| 0.104 | | |
bonus | |
affiliate |
| 3/22/2024 | |
| |
| 1,520,808 | | |
| 158,164 | | |
| 0.104 | | |
bonus | |
|
| 4/19/2024 | |
| |
| 241,938 | | |
| 30,000 | | |
| 0.124 | | |
stipend | |
affiliate |
| 4/19/2024 | |
| |
| 86,246 | | |
| 10,695 | | |
| 0.124 | | |
stipend | |
|
| 8/14/2024 | |
| |
| 454,546 | | |
| 45,455 | | |
| 0.100 | | |
stipend | |
affiliate |
| 8/14/2024 | |
| |
| 84,646 | | |
| 8,464 | | |
| 0.100 | | |
stipend | |
|
| 10/25/2024 | |
* | |
| 412,380 | | |
| 40,000 | | |
| 0.097 | | |
stipend | |
affiliate |
| 10/25/2024 | |
| |
| 155,091 | | |
| 15,044 | | |
| 0.097 | | |
stipend | |
|
| 10/25/2024 | |
** | |
| (3,597,529 | ) | |
| (7,591 | ) | |
| 0.002 | | |
forfeited | |
affiliate |
| 10/25/2024 | |
** | |
| (389,595 | ) | |
| (40,518 | ) | |
| 0.104 | | |
forfeited | |
affiliate |
| 12/31/2024 | |
| |
| 5,520,101 | | |
$ | 481,075 | | |
$ | 0.087 | | |
| |
|
Issuances under the 2021 Stock Plan in the period January 1 and December 31, 2025
| Date | |
| |
# Shares | | |
Amount | | |
Price/Share | | |
Type | |
Notice |
| 1/01/2025 | |
| |
| 5,520,101 | | |
$ | 481,075 | | |
$ | 0.087 | | |
| |
|
| 1/06/2025 | |
* | |
| 634,921 | | |
| 43,172 | | |
| 0.068 | | |
stipend | |
affiliates |
| 1/06/2025 | |
| |
| 164,730 | | |
| 11,202 | | |
| 0.068 | | |
stipend | |
|
| 1/06/2025 | |
* | |
| 1,315,780 | | |
| 88,294 | | |
| 0.067 | | |
bonus | |
affiliates |
| 1/06/2025 | |
| |
| 1,184,221 | | |
| 80,098 | | |
| 0.068 | | |
bonus | |
|
| 5/12/2025 | |
* | |
| 156,255 | | |
| 21,876 | | |
| 0.140 | | |
stipend | |
affiliates |
| 5/12/2025 | |
| |
| 110,384 | | |
| 15,454 | | |
| 0.140 | | |
stipend | |
|
| 11/14/2025 | |
* | |
| 771,760 | | |
| 53,946 | | |
| 0.070 | | |
stipend | |
affiliates |
| 11/14/2025 | |
| |
| 204,692 | | |
| 14,308 | | |
| 0.070 | | |
stipend | |
|
| 12/31/2025 | |
| |
| 10,062,844 | | |
$ | 809,407 | | |
$ | 0.080 | | |
| |
|
| |
The Company claims an exemption
from the registration requirements of the Securities Act for the Compensatory Benefit Plan pursuant to Rule 701 of the Securities
Act. |
| * |
The
shares were issued as Preferred Shares, but are for comparison purposes expressed as Common share equivalents in this
table. |
| ** |
The shares were forfeited in connection with the NDPD acquisition in October
2024. For comparative purposes shares issued within the 2021 stock plan are adjusted for grant availability purposes only, see also note
6 |
Shares
awarded, but not yet issued, under the 2021 Stock Plan for the year ended December 31, 2025:
| Date | |
| |
# Shares | | |
Amount | | |
Price/Share | | |
Type | |
Notice |
| 12/31/2025 | |
* | |
| 1,081,875 | | |
$ | 82,006 | | |
$ | 0.076 | | |
stipend | |
affiliate |
| 12/31/2025 | |
| |
| 150,250 | | |
| 11,389 | | |
| 0.076 | | |
stipend | |
|
| 12/31/2025 | |
| |
| 1,232,125 | | |
$ | 93,395 | | |
$ | 0.076 | | |
| |
|
For
the year ended December 31, 2025, the Company recorded stock-based compensation expense of $197,376 (including $156,655 to affiliates)
in connection with share-based payment awards. For the year ended December 31, 2024, the Company recorded stock-based compensation expense
of $634,025 (including $349,929 to affiliates) in connection with share-based payment awards.
Total
number of shares awarded from the 2021 Plan
SCHEDULE
OF FAIR MARKET VALUE
| |
|
Number
of
Shares |
|
|
Fair
Value
per Share |
|
|
Weighted
Average
Market Value
per Share |
|
| Shares Issued as of January 1,
2024 |
|
|
5,288,687 |
|
|
$ |
0.001 –
0.55 |
|
|
$ |
0.02 |
|
| Shares
Issued |
|
|
4,218,538 |
|
|
|
0.097 – 0.12 |
|
|
|
0.10 |
|
| Shares
Retired |
|
|
(3,987,124 |
) |
|
|
0.002
– 0.10 |
|
|
|
0.01 |
|
| Shares Issued as of December 31, 2024 |
|
|
5,520,101 |
|
|
$ |
0.001 – 0.55 |
|
|
$ |
0.09 |
|
| Shares
Issued |
|
|
4,542,742 |
|
|
|
0.070
– 0.14 |
|
|
|
0.07 |
|
| Shares Issued as of December 31, 2025 |
|
|
10,062,843 |
|
|
$ |
0.001 – 0.55 |
|
|
$ |
0.08 |
|
Stock
options granted and vested 2021 Plan:
For
the year ended December 31, 2025, there were no options awarded under the 2021 Stock Plan. For the year ended December 31, 2024, there
were no options awarded under the 2021 Stock Plan. However, 335,000 options were forfeited.
As
at December 31, 2025, there was no unrecognized compensation expense related to non-vested stock option awards. The following table summarizes
the Company’s stock option activity for the year ended December 31, 2025, and 2024:
SCHEDULE
OF STOCK OPTIONS ACTIVITY
| |
|
Number
of
Options |
|
|
Exercise
Price
per Share |
|
|
Weighted
Average
Exercise Price
per Share |
|
| Outstanding
as of January 1, 2024 |
|
|
335,000 |
|
|
$ |
0.001 –
0.95 |
|
|
$ |
0.62 |
|
| Granted |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Exercised |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Options forfeited/cancelled |
|
|
(335,000 |
) |
|
|
0.001
– 0.95 |
|
|
|
0.62 |
|
| Outstanding as of December
31, 2024 |
|
|
— |
|
|
$ |
— |
|
|
$ |
— |
|
| Granted |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Exercised |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Options forfeited/cancelled |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Outstanding as of December 31, 2025 |
|
|
— |
|
|
$ |
— |
|
|
$ |
— |
|
At
December 31, 2025 and 2024, there are no stock options outstanding.
As
at December 31, 2025, the Company has 42,067,823 options or stock awards available for grant under the 2021 Plan.
|