WARRANTS

9 Months Ended

Sep. 30, 2025

NOTE F - WARRANTS

During the first quarter of 2024, the Company issued warrants to purchase 1,550,000 shares of common stock to consultants, board members, and advisors at an exercise price of $3.00 per share vesting over periods from immediately to three years. Of those warrants, 635,000 warrants in aggregate were granted to officers and directors exercisable at $3.00 per warrant as follows: Jerry Katzman, MD 300,000 shares, Virender Ahluwalia 50,000 shares, Herbert Gould, MD 160,000 shares, Dessy Boneva, MD 50,000 shares, Vinay Mehindru, MD 75,000 shares. The warrants issued to Mr. Ahluwalia have since expired.

During the nine months ended September 30, 2025, the Company issued warrants to purchase 100,000 shares of common stock to consultants at an exercise price of $3.00 per share, with 50,000 vesting immediately and 50,000 vesting over one year.

The following table summarizes warrant activity of the Plan through September 30, 2025:

SCHEDULE OF WARRANTS ACTIVITY

	Warrants Issued			Weighted-Average Exercise Price

Options outstanding – December 31, 2023		150,000		$	1.10
Granted		1,600,000			3.00
Canceled		-			-
Forfeited		(100,000	)		3.00
Exercised		-			-
Options outstanding – December 31, 2024		1,650,000		$	2.83
Granted		100,000			3.00
Canceled		-			-
Forfeited		-			-
Exercised		-			-
Options outstanding – September 30, 2025		1,750,000		$	2.84

Additional information regarding the warrants outstanding as of September 30, 2025 is as follows:

SCHEDULE OF WARRANTS OUTSTANDING

Exercise Price		Number Outstanding		Weighted Average Remaining Contractual Life		Number Exercisable
$	1.10		150,000		2.6 Years		150,000
$	3.00		1,600,000		8.4 Years		1,033,333
			1,750,000				1,183,333

The fair value of such warrants was estimated on the date of grant to be $1.19 and $1.97 per share using the Black-Scholes option-pricing model with the following assumption weighted-averages in 2025 and 2024, respectively:

	2025			2024
Risk-free interest rates		4.12	%		3.14	%
Expected life in years		5.0			5.0
Expected volatility		90	%		90	%
Expected dividend yield		0			0	%
Fair value of common stock	$	2.25		$	3.00

The risk-free interest rate assumption is determined using the yield currently available on U.S. Treasury zero-coupon issues with a remaining term commensurate with the expected term of the award. Management has estimated expected volatility based on similar comparable industry sector averages. Expected life of the option represents the period of time options are expected to be outstanding. The estimate for dividend yield is 0% because the Company has not historically paid, and does not intend to pay, a dividend on its common stock in the foreseeable future.

The Company recognized stock-based compensation expense of $435,210 and $1,681,381 in the nine months ended September 30, 2025 and 2024, respectively, related to warrants which is included in the accompanying consolidated statements of operations. At September 30, 2025, there is approximately $443,000 remaining compensation expense to be recognized related to such warrants. That cost is expected to be recognized over a weighted-average period of approximately 0.5 years.

Pre-funded Warrant

On December 27, 2021, the Company entered into an exchange agreement with Sanovas Ophthalmology (the “Exchange Agreement”) pursuant to which it exchanged 28,014,540 shares of common stock (the “Exchange Securities”) held by Sanovas Ophthalmology for a pre-funded warrant (the “Pre-funded Warrant”) to purchase up to an aggregate of 28,014,540 shares of the Company’s common stock. The Pre-funded Warrant is exercisable at an exercise price of $0.0001 per share and terminates when exercised in full. As part of the Exchange Agreement, Sanovas Ophthalmology relinquished any and all rights related to the Exchange Securities.

In February 2025, the Exchange Agreement was amended such that the Pre-funded Warrant may not be exercised prior to the earlier of February 1, 2030 or the third anniversary of the Company’s uplisting to the Nasdaq Stock Market or NYSE American.

RetinalGenix Technologies Inc. 10-Q