EQUITY | 7. EQUITY The following description summarizes important terms of the classes of our capital stock as of June 30, 2024. Authorized Capital Stock · 200,000,000 shares of common stock, par value $0.001 per share; and · 5,000,000 shares of “blank check” preferred stock, par value $0.001 per share, of which: · 30,000 shares have been designated as our Series C Convertible Preferred Stock, $0.001 par value per share; and · 20,000 shares have been designated as our Series D Convertible Preferred Stock, 0.001 par value per share. Outstanding Shares of Capital Stock · 86,368,897 shares of common stock issued and outstanding, held by holders of record; · 17,858 shares of Series C Convertible Preferred Stock issued and outstanding, held by one holder of record; and · 10,161 shares of Series D Convertible Preferred Stock issued and outstanding, held by one holder of record. Securities Subject to Price Adjustments If in the future, the Company sells its common stock at a price below $0.25 per share, the conversion price of our outstanding shares of Series C and D convertible preferred stock would adjust below $0.25 per share pursuant to the documents governing such instruments. In addition, the conversion price of the convertible promissory notes referred to above and the exercise price of certain outstanding warrants to purchase 9,020,264 shares of common stock would adjust below $0.25 per share pursuant to the documents governing such instruments. Series C and D Convertible Preferred Stock, Warrants and Dividends On August 5, 2016, the Company closed a Series C Convertible Preferred Stock and Warrant Purchase Agreement with Clayton A. Struve, an accredited investor for the purchase of $1,250,000 of preferred stock with a conversion price of $0.70 per share. The preferred stock has a cumulative dividend of 8% and an ownership blocker of 4.99%. Dividends are due and payable in cash when declared by the Company or when the stock is converted. Series C Convertible Preferred stock is senior to Series D Convertible Preferred stock and is entitled to receive equal dividends paid to Series D. In addition, Mr. Struve received a five-year warrant to acquire 1,785,714 shares of common stock at $0.70 per share. On August 14, 2017, the price of the Series C Convertible Preferred Stock and warrant and its conversion price, were adjusted to $0.25 per share pursuant to the documents governing such instruments. As of June 30, 2024, Mr. Struve owns all of the 17,858 issued and outstanding shares of Series C Convertible Preferred Stock. Each holder of Preferred Series C is allowed to vote as a common shareholder as if the shares were converted to common stock up to the ownership blocker of 4.99%. In 2017 the Company closed a $750,000 Series D Convertible Preferred Stock and Warrant offering with Mr. Struve. As of June 30, 2024, Mr. Struve owns all of the 10,161 issued and outstanding shares of Series D Convertible Preferred Stock. Each outstanding share of Series D Convertible Preferred Stock will accrue cumulative cash dividends at a rate equal to 8.0% per annum, subject to adjustment as provided in the Series D Convertible Preferred Stock certificate of designations. Dividends are due and payable in cash when declared by the Company or when the stock is converted. In addition, On August 14, 2017, the price of the Series D Convertible Preferred Stock were adjusted to $0.25 per share pursuant to the documents governing such instruments. Each holder of Preferred Series D is allowed to vote as a common shareholder as if the shares were converted to common stock up to the ownership blocker of 4.99%. Based upon the modified terms and conditions of our Series C and D Convertible Preferred Stock certificates of designations dated August 10, 2023, it was determined that Series C and D Convertible Preferred Stock dividends need to be accreted going forward. As of June 30, 2024, cumulative unpaid Series C and D Convertible Preferred Stock dividends totaled approximately $80,000, which on a converted-to-common-stock basis represents approximately 319,121 shares of common stock. The Company has recorded $80,000 in cumulative deemed dividends related to Series C and D Convertible Preferred Stock which have not been paid, net of (i) $350,696 of accumulated dividends with respect to the Series D Convertible Preferred Stock that were settled for 1,402,784 shares of common stock on June 28, 2023 and (ii) $800,384 of accumulated dividends with respect to the Series C and D Convertible Preferred Stock that were settled for 3,201,534 shares of common stock on June 18, 2024. Mr. Struve is subject to an ownership blocker limiting his ownership to 4.99% of our outstanding shares of common stock and thus the number of common shares he can receive for dividends. Unpaid accreted stock dividends will be issued to Mr. Struve if he converts preferred stock or if the Board declares a dividend thereon, limited to his 4.99% ownership blocker. Assuming no changes in the amount of outstanding Series C Convertible Preferred Stock or Series D Convertible Preferred Stock ownership, going forward on a quarterly basis the Company will accrete as a preferred dividend the value of approximately 160,000 shares of common stock, which are issuable if such dividends become payable as additional shares of preferred stock, and such preferred stock is then converted into common stock. Common Stock Each share of common stock entitles its holder to one vote on each matter submitted to the stockholders for a vote, and no cumulative voting for directors is permitted. Stockholders do not have any preemptive rights to acquire additional securities issued by the Company. Nine Months Ended June 30, 2024 During the nine months ended June 30, 2024, we had the following sales of unregistered sales of equity securities: The Company issued 453,492 shares of our common stock total to six directors at $0.434 per share for director services for a total value of $196,816 which was expensed during the quarter ended March 31, 2024. On October 26, 2023, the Company closed an offering of its common stock pursuant to which we sold 883,061 shares of common stock, at a purchase price of $0.25 per share. After deducting underwriting commissions and other offering expenses, the Company received net proceeds of $203,105. On March 7, 2024, the Company issued 102,302 shares of the Company’s common stock at $0.782 with a total value of $80,000 per share related to a debt offering. The $80,000 was recorded as debt issuance costs and is being amortized over the two-year term of the debt. On March 8, 2024, the Company issued 714,828 shares of the Company’s common stock in a cashless warrant exercise. On May 24, 2024, the Company issued 108,500 shares of its common stock related to 108,500 warrants exercised at $0.25 per share. On June 18, 2024, Mr. Struve converted dividends of $800,384 into 3,201, shares of our common stock related to the conversion of Series C and D Convertible Preferred Stock. On June 27, 2024, the Company issued 546,697 shares of our common stock at $0.44 per share related to a principal payment of convertible debt settled with a common stock issuance for a total value of $240,000. Warrants to Purchase Common Stock Nine Months Ended June 30, 2024 On September 29, 2023, pursuant to the Underwriting Agreement, the Company issued common stock purchase warrants to Boustead Securities, LLC and The Benchmark Company, LLC to purchase an aggregate of 123,648 shares of Common Stock at an exercise price of $0.25 per share, subject to adjustments. The Representatives’ Warrants are immediately exercisable, and may be exercised at any time and from time to time, in whole or in part, until September 26, 2028 and may be exercised on a cashless basis. The Representatives’ Warrants also include customary anti-dilution provisions and immediate piggyback registration rights with respect to the registration of the shares underlying the Representatives’ Warrants. The warrants were valued at $20,896 and recorded in additional paid in capital as costs from common stock offering. On February 27, 2024, the Company (a) entered into a securities purchase agreement with Lind Global Fund II, LP (“Lind”), issued a Warrant to purchase up to 6,000,000 shares of the Company’s common stock at an initial exercise price of $0.80 per share, subject to adjustment. The Warrant may be exercised via cashless exercise in the event there is no effective registration statement covering the shares of Common Stock underlying a Warrant exercise. The initial 300,000 warrants issued were valued at $1,536,743 and recorded as debt issuance costs (with an offset to additional paid in capital) and is being amortized over the two-year term of the Notes as a component of interest expense. On March 8, 2024, the Company issued 714,828 shares of the Company’s common stock in a cashless warrant exercise. On May 24, 2024, the Company issued 108,500 shares of the Company’s common stock in a cashless warrant exercise. Warrants to purchase 350,157 shares of common stock at $0.42 per share were forfeited. A summary of the warrants outstanding as of June 30, 2024 were as follows: Weighted Average Exercise Shares Price Outstanding October 1, 2023 20,866,313 $ 1.06 Issued 6,123,648 0.79 Exercised (823,328 ) (0.25 ) Forfeited (350,157 ) (0.42 ) Expired - - Outstanding at end of period 25,816,476 $ 1.03 The following table summarizes information about warrants outstanding and exercisable as of June 30, 2024: Weighted Weighted Average Average Number of Remaining Exercise Shares Warrants Life ( In Years) Price Exercisable 8,619,544 1.54 $ 0.25 8,619,544 6,000,000 4.67 0.80 6,000,000 6,512,207 1.48 1.20-1.85 6,512,207 4,684,725 1.85 2.00-3.00 4,684,725 25,816,476 2.21 $ 1.03 25,816,476 The significant weighted average assumptions relating to the valuation of the Company’s warrants for the nine months ended June 30, 2024 were as follows: Assumptions Dividend yield 0% Expected life 3 years Expected volatility 105% Risk free interest rate 4.32% There were warrants of 25,816,476 shares with an aggregate intrinsic value of $1,982,495. |