SHAREHOLDERS’ EQUITY | NOTE 9 - SHAREHOLDERS’ EQUITY Preferred Stock As of December 31, 2022, authorized shares and shares issued and outstanding of the Company’s preferred stock by series were as follows: SCHEDULE OF PREFERRED STOCK Authorized Issued and Par Series A Preferred Stock 4,500,000 4,500,000 4,500 Series B Preferred Stock 608,000 608,000 608 Series C Preferred Stock 5,000,000 5,000,000 5,000 Series D Preferred Stock 3,000,000 3,000,000 3,000 Series E Preferred Stock 1,591,994 1,591,994 1,592 Series F Preferred Stock 953,000 953,000 953 Series H Preferred Stock 5,000,000 536,000 536 Series I Preferred Stock 2,775,000 2,757,442 2,757 Series J Preferred Stock 2,500,000 1,281,600 1,282 Series K Preferred Stock 4,000,000 1,866,853 1,867 Total 29,927,994 22,094,889 22,095 Upon the closing of the Company’s IPO on January 30, 2023, all of the Company’s 22,094,889 8,355,610 991,172 As of January 30, 2023, earned but undeclared and unpaid Series H dividends were $ 3,443 272,101 Common Stock Authorized shares The Company’s Certificate of Incorporation authorizes the Company to issue up to 75,000,000 24,553,470 9,126,726 Common Stock Issued for Cash Upon Closing of the Company’s IPO On January 30, 2023, the Company completed its IPO of its common stock in which the Company issued and sold 2,500,000 6.00 153,000 6.00 15,918 12,632 Adoption of Equity Incentive Plan and Employee Stock Purchase Plan In June 2022, the Board of Directors adopted the 2022 Equity Incentive Plan (the “2022 Plan”). The stockholders approved the 2022 Plan in August 2022, and it became effective upon its approval by the Company’s stockholders, but no grants could be made under the 2022 Plan until immediately prior to the execution of the underwriting agreement related to the IPO. Under the 2022 Plan, the Company may grant incentive stock options to employees, including employees of any parent or subsidiary, and nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of stock awards to employees, directors, and consultants, including employees and consultants of the Company’s affiliates. The 2022 Plan is a successor to the 2019 Plan. A total of 2,800,000 5 In June 2022, the Board of Directors adopted the 2022 Employee Stock Purchase Plan (the “ESPP”). The stockholders approved the ESPP in August 2022, and it became effective immediately prior to the execution of the underwriting agreement for the IPO. A total of 770,000 1% 2,100,000 Grant of Restricted Stock Units (RSU) The following table summarizes restricted common stock activity during the three months ended March 31, 2023: SCHEDULE OF RESTRICTED COMMON STOCK ACTIVITY Number of Restricted Shares Fair Value Weighted Average Grant Date Fair Value Non-vested, December 31, 2022 - $ - $ - Granted 113,500 746 6.57 Vested - (198 ) 6.57 Forfeited - - - Non-vested, March 31, 2023 113,500 $ 548 $ 6.57 On February 17, 2023, the Company’s Board of Directors approved the issuance of a combined total of 113,500 746 During the three months ended March 31, 2023, the Company recorded $ 198 548 Stock Options In August 2009, the Company’s Board of Directors approved the adoption of the 2009 Equity Incentive Plan (“the 2009 Plan”). The 2009 Plan was initiated to encourage and enable employees, directors and consultants of the Company to acquire and retain a proprietary interest in the Company by ownership of its common stock. A total of 6,166,666 In September 2018, the Company’s Board of Directors approved the adoption of the 2019 Equity Incentive Plan (“the 2019 Plan”). The 2019 Plan was initiated to encourage and enable employees, directors and consultants of the Company to acquire and retain a proprietary interest in the Company by ownership of its common stock. The 2019 Plan allows for the following types of awards: (i) Incentive Stock Options; (ii) Nonstatutory Stock Options; (iii) Stock Appreciation Rights; (iv) Restricted Stock Awards; (v) Restricted Stock Unit Awards; (vi) Other Stock Awards. The maximum number of shares of our common stock that may be issued under our 2019 Plan is 2,059,073 3,774,260 5,833,333 1,632,314 2,800,000 Option exercise prices are set forth in the Grant Notice, without commission or other charge, provided however, that the price per share of the shares subject to the option shall not be less than the greater of (i) 100% of the fair market value of a share of stock on the grant date, or (ii) 110% of the fair market value of a share of stock on the grant date in the case of a Participant then owning more than 10% of the total combined voting power of all classes of stock of the Company or any “subsidiary corporation” of the Company or any “parent corporation” of the Company. The Company’s policy is to recognize compensation cost for awards with only service conditions on a straight- line basis over the requisite service period for the entire award. Additionally, the Company’s policy is to issue new shares of common stock to satisfy stock option exercises. The Company applied fair value accounting for all share-based payments awards. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model. The table below summarizes the Company’s stock option activities for the three months ended March 31, 2023: SCHEDULE OF STOCK OPTION ACTIVITY Number of Exercise Weighted Average Balance, December 31, 2022 4,201,019 $ 6.00 10.50 $ 6.09 Granted — — — Cancelled — — — Exercised — — — Expired — — — Balance, March 31, 2023 4,201,019 $ 6.00 10.50 $ 6.09 09 Vested and exercisable, March 31, 2023 4,012,963 $ 6.00 10.50 $ 6.26 Unvested, March 31, 2023 188,056 $ 6.00 $ 6.00 The following table summarizes information concerning outstanding and exercisable options as of March 31, 2023: SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS Options Outstanding Options Exercisable Range of Exercise Prices Number Average Weighted Number Average Weighted $ 6.00 4,092,887 5.28 $ 6.00 3,904,831 5.11 $ 6.00 9.00 10.50 108,132 4.80 9.67 108,132 4.80 9.67 $ 6.00 10.50 4,201,019 5.27 $ 6.09 4,012,963 5.11 $ 6.26 In September 2022, the Company’s board of directors approved a stock option repricing whereby the exercise prices of previously granted and unexercised options held by certain employees, directors and key advisers with exercise prices between $ 9.00 10.50 4,092,887 9.00 10.50 6.00 2,796,400 2,733 2,606 During the three months ended March 31, 2023, the Company recorded $ 227 1,751 90,933 At the time of the issuances of stock options, the Company believed the Company’s estimates of the fair value for financial reporting purposes of the Company’s common stock were reasonable and consistent with the Company’s understanding of how similarly situated companies in the industry were valued. Stock Warrants The table below summarizes the Company’s warrants activities for the three months ended March 31, 2023: SCHEDULE OF WARRANTS ACTIVITY Number of Exercise Weighted Average Balance, December 31, 2022 725,174 $ 3.00 10.50 $ 8.24 Granted 331,269 5.40 10.50 7.44 Cancelled (36 ) 9.00 9.00 Exercised (16,666 ) 9.00 9.00 Expired (4,762 ) 10.50 10.50 Balance, March 31, 2023 1,034,979 $ 3.00 10.50 $ 7.96 Vested and exercisable, March 31, 2023 1,034,979 $ 3.00 10.50 $ 7.96 The following table summarizes information concerning outstanding and exercisable warrants as of March 31, 2023: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding Warrants Exercisable Range of Exercise Prices Number Average Weighted Number Average Weighted $ 3.00 133,333 3.92 $ 3.00 133,333 3.92 $ 3.00 5.40 9.00 627,940 3.19 7.91 627,940 3.19 7.91 10.50 273,706 1.41 10.50 273,706 1.41 10.50 $ 3.00 10.50 1,034,979 2.82 $ 7.96 1,034,979 2.82 $ 7.96 Upon the closing of the IPO, the Company agreed to issue to the underwriters, warrants entitling them to purchase up to 175,000 6.00 During the three months ended March 31, 2023, the Company granted warrants to certain of its lenders to purchase up to 44,441 5.40 During the three months ended March 31, 2023, the Company granted warrants to certain of its lenders to purchase up to 111,828 10.50 25 of the shares converted, with exercise prices ranging from 9.00 10.50 per share. The warrants, if issued, will expire over various periods from the date of grant, but none exceeding ten years. The maximum total number of warrant shares that could be granted is 69,893 The Company calculated the aggregate fair value of the warrants on the date of grant to be $ 3,110 111,828 1,174 During the three months ended March 31, 2023, a warrant holder completed a cashless exercise of their stock warrant. The holder exercised 16,666 9.00 11,666 The aggregate intrinsic value for warrant shares outstanding at March 31, 2023 was $ 13,745 |