| SUBSEQUENT EVENTS |
NOTE
17 – SUBSEQUENT EVENTS
2021
Stock Plan Reset
On January 1, 2026, the 2021 Employee, Director and Consultant Stock Plan (the “2021 Plan”) was automatically reset in accordance with the stipulations (15% of outstanding shares on a fully diluted basis). After the reset there were 51,787,524 shares in Common Stock awards available for grant.
Unit
Offering
During
the period 1/20/2026 and 1/23/2026, the Company completed the private placement offering with the sale of an additional 4,716,000 shares
of common stock (after issuance of 349,333 commission* shares) and 4,366,667 warrants for aggregate cash proceeds of $241,040 (after
payment of $20,960 in commission*). The shares and warrants were issued together as a unit; however, each warrant is detachable and separately
exercisable to purchase one share of common stock.
| * | | paid to the broker,
Member FINRA / SIPC. |
In
accordance with ASC 505-10-30-6 (Relative Fair Value Allocation), the total proceeds were allocated to the common stock and the
warrants based on their relative fair values on the date of issuance. The fair value of the common stock was determined based on the
quoted market price of $0.051 per share on the issuance date. The fair value of the warrants was estimated using the Black-Scholes option-pricing
model, resulting in a fair value of $0.042 per warrant.
The
allocation was calculated as follows:
SCHEDULE OF ALLOCATION OF FAIR VALUE IN PRIVATE PLACEMENT
| Component | |
Standalone
Fair Value | | |
% of Total
Fair Value | | |
Allocation of
Proceeds | | |
Allocation per
Share/Warrant | |
| Common Stock (4,716,000 shares) | |
$ | 283,381 | | |
| 60.45 | % | |
$ | 145,701 | | |
$ | 0.0309 | |
| Common Stock (4,716,000 shares) | |
$ | 283,381 | | |
| 60.45 | % | |
$ | 145,701 | | |
$ | 0.0309 | |
| Warrants (4,366,667 warrants) | |
| 185,430 | | |
| 39.55 | % | |
| 95,339 | | |
| 0.0218 | |
| Total | |
$ | 468,811 | | |
| 100 | % | |
$ | 241,040 | | |
| | |
The
allocated value per share is $0.031 ($145,701 ÷ 4,716,000 shares), and the allocated value per warrant is $0.022 ($95,339 ÷
4,366,667 warrants), or a 48.58% discount to market.
SCHEDULE
OF STOCKHOLDER’S
EQUITY
Issuances
of Common Stock subsequent to December 31, 2025
| Date | |
| |
# Shares | | |
Amount | | |
Price/Share | | |
Type | |
Notice |
| 1/01/2026 | |
| |
| 108,147,731 | | |
$ | 13,607,433 | | |
$ | 0.126 | | |
| |
|
| 1/23/2026 | |
a | * |
| 4,716,000 | | |
| 145,701 | | |
| 0.031 | | |
private placement | |
|
| 1/23/2026 | |
a | * |
| — | | |
| 95,339 | | |
| — | | |
warrants | |
|
| 1/10/2026 | |
c | |
| 75,000 | | |
| 5,550 | | |
| 0.074 | | |
consulting fees | |
|
| 2/10/2026 | |
c | |
| 239,155 | | |
| 10,888 | | |
| 0.046 | | |
consulting fees | |
|
| 3/10/2026 | |
c | |
| 184,000 | | |
| 8,150 | | |
| 0.044 | | |
consulting fees | |
|
| 4/15/2026 | |
| |
| 113,361,886 | | |
$ | 13,873,061 | | |
$ | 0.122 | | |
| |
|
Issuances
of Warrants subsequent to to December 31, 2025
| Date | |
| |
# Warrants | | |
wavg Term | | |
wavg Exerc | | |
Type | |
Notice |
| 1/01/2026 | |
| |
| 16,675,364 | | |
| 4.6 | | |
$ | 0.13 | | |
| |
|
| 1/23/2026 | |
a | * |
| 4,366,667 | | |
| 5.0 | | |
| 0.12 | | |
private placement | |
|
| 4/15/2026 | |
| |
| 21,042,031 | | |
| 4.6 | | |
$ | 0.12 | | |
| |
|
| * |
Around
January 23, 2026, the Company issued 4,366,667 shares of Common Stock at a price of $0.06 per share, as well as 4,366,667 (100% coverage)
5-year warrants exercisable to Common Stock at $0.12 per share, as part of a $262,000 private placement offering. A commission of
$20,960 (8%) was awarded to the (Member FINRA / SIPC) broker, along with 349,333 (8%) shares of Common Stock, was directly integrated
into the purchase. Generating $241,040 ($0.051/share) in net cash received. |
| |
|
| a |
The Company claims an exemption
from the registration requirements of the Securities Act for the private placement of these securities pursuant to Section 4(a)(2)
of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act. |
| c |
The Company claims an exemption
from the registration requirements of the Securities Act pursuant to the Exchange Exemption in Rule 3(a)(9) of the Securities Act. |
| d |
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. |
Shares
awarded, but not yet issued, under the 2021 Stock Plan subsequent to December 31, 2025:
SCHEDULE
OF SHARES AWARDED
| Date | |
| |
# Shares | | |
Amount | | |
Price/Share | | |
Type | |
Notice |
| 1/01/2026 | |
| |
| 1,232,125 | | |
$ | 93,395 | | |
$ | 0.076 | | |
stipend | |
|
| 1/30/2026 | |
** | |
| 30,000,000 | | |
| 1,278,600 | | |
| 0.043 | | |
bonus | |
affiliate |
| 3/31/2026 | |
| |
| 254,240 | | |
| 11,415 | | |
| 0.045 | | |
stipend | |
|
| 4/15/2026 | |
| |
| 31,486,365 | | |
$ | 1,383,410 | | |
$ | 0.044 | | |
| |
|
| ** |
The
Board of Directors awarded the CEO 6,000,000 Preferred Shares, a 1:5 conversion, as a performance grant in recognition of his role
in executing the Company’s first commercial distribution agreement and advancing capital funding initiatives.
The
shares will be issued as Preferred Stock, but are for comparative purpose expressed as Common share equivalents in this table. |
Management
sees no further subsequent events requiring disclosure.
|