STOCKHOLDERS’ EQUITY | NOTE 10 – STOCKHOLDERS’ EQUITY Stock-Based Compensation: Equity plans Under the 2018 Equity Plan, which was approved by stockholders on February 22, 2018, he aggregate number of Shares reserved under this Plan was originally 10,441,251. On August 15, 2018, the stockholders approved the First Amendment to the 2018 Equity Plan, which changed the total number of shares of the Company’s common stock to 2,500,000 shares. In addition, the number of shares issuable under the Plan on the first day of each fiscal year beginning with the 2019 fiscal year, would increase by an amount equal to the lower of (i) 100,000 shares (after a later 10 for 1 stock split) or (ii) 5% of the outstanding shares on the last day of the immediately preceding fiscal year. As of January 1, 2023, that meant there were a maximum of 574, 153 shares available. After the 6 for 1 reverse stock split in February 2023, there were 95,693 shares available under the 2018 Plan. After an issue of 93,334 restricted stock units to a consultant (W Capital Advisors Pty Ltd) under the 2018 Plan, and taking into account all options that were issued under the 2018 Plan (after adjusting reverse stock splits), the 2018 Plan is essentially exhausted until it automatically replenishes on January 1, 2024. Under the 2021 Equity Plan, which was adopted by the Company on August 3, 2021, originally for an aggregate of up to 70,000,000 Shares. Following a 10 for 1 reverse stock split on August 12, 2021, that number was reduced to 7,000,000. Following a 6 for 1 reverse stock split which took effect on February 9, 2023, the aggregate number of Shares under the 2021 Equity Plan was further reduced to 1,166,667. Stockholder consent is being sought at the May 17, 2023 annual meeting to increase this number to 10,000,000. As of March 31, 2023, the number of Shares reserved under this Plan was 383,315. The Company’s stock-based compensation expenses recognized during the three months ended March 31, 2023 and 2022 were included in share based payments expenses in the accompanying unaudited condensed consolidated statements of operations. The Company recognized stock-based compensation expense during the three months ended March 31, 2023 and 2022 as follows: For the three months ended 2023 2022 Performance-based restricted stock awards $ 166,779 $ 166,276 Service-based restricted stock awards 307,069 - Total stock-based compensation $ 473,848 $ 166,276 Number of Weighted Weighted Aggregate Outstanding as of December 31, 2022 416,791 0.22 9.09 Issued 93,334 - Exercised (206,438 ) - 609,806 Expired - - Outstanding as of March 31, 2023 303,867 0 9.26 Exercisable as of March 31, 2023 191,702 0.30 5.50 Restricted Common Stock The Company recognized an expense in relation to the restricted stock units during the three months ended March 31, 2023 and 2022 as follows: For the three months ended 2023 2022 Restricted stock unit expense $ 29,995 $ - Total restricted stock unit expense $ 29,995 $ - Future expense related to share-based payments is expected to total approximately $0.15 million which will be expensed over the next 1.29 years. Common Stock On September 29, 2022, the Company entered into a letter variation relating to three out of four of the Secured Convertible Promissory Notes, where it gave those holders the option to elect for pre-payment (including accrued interest to maturity). Payments of the interest may be made partially in common stock of the Company, at the Company’s election. All of the investors included in this letter variation elected for the pre-payment option and therefore there were 104,178 shares of common stock of the Company issued as part of this letter variation. The final convertible noteholder who was not a party to this variation opted to enter into an arrangement on January 16, 2023 whereby it received pre-payment of interest which was also partially paid in shares. In total 18,807 shares of common stock of the Company were issued as part of this arrangement. The Company recognized an $0.06 million expense in relation to 18,807 shares issued in the three months ended March 31, 2023 within in the share based payment expense. Pursuant to that certain Certificate of Amendment to the Certificate of Incorporation of the Company dated February 6, 2023 Mawson executed at a ratio of 1-6 reverse stock split of its outstanding common stock and reduced its authorized common stock to 90,000,000 shares, as set forth in the Company’s Current Report on Form 8-K filed February 9, 2023. This reverse stock split meant there were an additional 141 shares issued due to rounding, which are included in the issuance of common stock, share based compensation within the consolidated condensed statements of stockholders’ equity. Under the terms of the Cosmos Transaction Bid Implementation Agreement the Company made share-based awards under an Incentive Compensation Program during September 2021 (refer to reverse acquisition accounting policy). During the three-month period ended March 31, 2023, certain participants partially converted certain of these awards into 100,000 shares of common stock of the Company. The Company made share-based payments under an Incentive Compensation Program during December 2022. During the quarter ended March 31, 2023, certain participants partially exercised certain of these awards into 13,104 shares of common stock of the Company. W Capital Advisors Pty Ltd was issued 93,334 shares of common stock during February 2023 for consultancy and advisory services provided to the Company, the fair value of these shares was $0.25 million. On May 27, 2022, the Company entered into an ATM Agreement with Wainwright, to sell shares of our common stock, par value $0.001 per share, having an aggregate sales price of up to $100 million, from time to time, through an “at the market offering” program under which Wainwright acts as the sales agent. During the quarter ended March 31, 2023, 175,664 shares were issued as part of the ATM Agreement for net cash proceeds of $471,379. Restricted Stock As of March 31, 2023, the Company had no restricted stock outstanding. Common Stock Warrants A summary of the status of the Company’s outstanding stock warrants and changes during the three months ended March 31, 2023, is as follows: Number of Weighted Weighted Outstanding as of December 31, 2022 2,825,278 4.17 3.30 Issued - - - Exercised - - - Expired - - - Outstanding as of March 31, 2023 2,825,278 $ 4.17 3.30 Warrants exercisable as of March 31, 2023 2,825,278 $ 4.17 3.30 The Company recognized an expense in relation to warrants issued in 2022 during the three months ended March 31, 2023 within in the share based payment expense of $0.50 million. |