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 In January 2023, the Company’s Certificate of Incorporation with the state of Delaware was amended to change the number of authorized preferred shares from 29,927,994 10,000,000 Common Stock Authorized Shares The Company’s Certificate of Incorporation authorizes the Company to issue up to 200,000,000 25,855,511 9,126,726 In January 2023, the Company’s Certificate of Incorporation with the state of Delaware was amended to change the number of authorized common shares from 75,000,000 200,000,000 Common Stock Issued for Cash Upon Closing of the Company’s IPO On January 30, 2023, the Company completed its underwritten 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 Common Stock Issued for Cash Upon Closing of the Company’s Private Placements On May 12, 2023, the Company entered into a securities purchase agreement (the “PIPE 1 SPA”) with certain investors (the “PIPE 1 Purchasers”), pursuant to which the Company agreed to sell and issue 1,665,213 20.00 33,300 1,463 17,500 2,500 17,500 2,500 17,500 842,079 16,842 16,342 On June 9, 2023, the Company entered into another securities purchase agreement (the “PIPE 2 SPA”, and, together with the PIPE 1 SPA, the “Purchase Agreements”) with certain investors (the “PIPE 2 Purchasers”), pursuant to which the Company agreed to sell and issue 900,000 20.00 18,000 12,500 275,000 5,500 5,300 As of June 30, 2023, the Company sold 1,117,079 22,342 21,642 Grant of Restricted Stock Units The following table summarizes restricted common stock activity during the six months ended June 30, 2023: SCHEDULE OF RESTRICTED COMMON STOCK ACTIVITY Weighted Number of Average Grant Restricted Date Fair Shares Fair Value Value Non-vested, December 31, 2022 - $ - - Granted 113,500 746 6.57 Vested - (627 ) 6.57 Forfeited - - - Non-vested, June 30, 2023 113,500 $ 119 $ 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 six months ended June 30, 2023, the Company recorded $ 627 119 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 2,686,500 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 six months ended June 30, 2023: SCHEDULE OF STOCK OPTION ACTIVITY Exercise Number of Price Range Weighted Average Option Shares Per Share Exercise Price Balance, December 31, 2022 4,201,019 $ 6.00 10.50 $ 6.09 Granted — — — Cancelled — — — Exercised — — — Expired — — — Balance, June 30, 2023 4,201,019 $ 6.00 10.50 $ 6.09 Vested and exercisable, June 30, 2023 4,005,267 $ 6.00 10.50 $ 6.10 Unvested, June 30, 2023 195,752 $ 6.00 $ 6.00 The following table summarizes information concerning outstanding and exercisable options as of June 30, 2023: SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS Options Outstanding Options Exercisable Average Average Remaining Weighted Remaining Weighted Range of Exercise Number Contractual Life Average Exercise Number Contractual Life Average Exercise Prices Outstanding (in years) Price Exercisable (in years) Price $ 6.00 4,092,887 4.98 $ 6.00 3,897,135 4.81 $ 6.00 9.00 10.50 108,132 2.31 9.67 108,132 2.31 9.67 $ 6.00 10.50 4,201,019 4.91 $ 6.09 4,005,267 4.74 $ 6.10 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 2,642 During the six months ended June 30, 2023, the Company recorded $ 467 1,511 111,765 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 six months ended June 30, 2023: SCHEDULE OF WARRANTS ACTIVITY Exercise Number of Price Range Weighted Average Warrant Shares Per Share Exercise Price Balance, December 31, 2022 725,174 $ 3.00 10.50 $ 8.24 Granted 340,972 5.40 10.50 7.40 Cancelled (36 ) 9.00 9.00 Exercised (128,494 ) 9.00 10.50 10.31 Expired (4,762 ) 10.50 10.50 Balance, June 30, 2023 932,854 $ 3.00 10.50 $ 7.64 Vested and exercisable, June 30, 2023 932,854 $ 3.00 10.50 $ 7.64 The following table summarizes information concerning outstanding and exercisable warrants as of June 30, 2023: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding Warrants Exercisable Average Average Remaining Weighted Remaining Weighted Range of Exercise Number Contractual Life Average Number Contractual Life Average Exercise Prices Outstanding (in years) Exercise Price Exercisable (in years) Price $ 3.00 133,333 3.67 $ 3.00 133,333 3.67 $ 3.00 3.01 10.49 637,643 3.04 7.85 637,643 3.04 7.85 10.50 161,878 2.08 10.50 161,878 2.08 10.50 $ 3.00 10.50 932,854 2.96 $ 7.64 932,854 2.96 $ 7.64 Upon the closing of the IPO and the overallotment exercises, the Company agreed to issue to the underwriters, warrants entitling them to purchase up to 184,703 6.00 During the six months ended June 30, 2023, the Company granted warrants to certain of its lenders to purchase up to 44,441 5.40 During the six months ended June 30, 2023, the Company granted warrants to certain of its lenders to purchase up to 111,828 10.50 3,110 111,828 1,174 During the six months ended June 30, 2023, a warrant holder completed a cashless exercise of a warrant to purchase 16,666 9.00 11,666 The aggregate intrinsic value for warrant shares outstanding at June 30, 2023 was $ 16,917 |