SHAREHOLDERS’ EQUITY | NOTE 8 - SHAREHOLDERS’ EQUITY Preferred Stock Upon the closing of the Company’s IPO on January 30, 2023, all of the Company’s 22,094,889 8,359,143 994,705 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 34,512,642 26,788,986 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 Shareholders’ Equity Transactions for the Six Months Ended June 30, 2023 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 As of December 31, 2022, the Company owed an aggregate of $ 26,317 5,041 26,317 5,041 31,761 4,207,501 10.50 no In May and June 2023, the Company entered into securities purchase agreements with certain investors pursuant to which the Company agreed to sell and issue shares of its common stock in two private placement transactions. As of June 30, 2023, the Company sold 1,117,079 21,642 Certain investors who were obligated under the securities purchase agreements to fund remaining committed investment amounts totaling $ 24,000 Shareholders’ Equity Transactions for the Six Months Ended June 30, 2024 In May 2024, the Company completed an underwritten public offering of its common stock and accompanying warrants, in which the Company issued and sold 7,500,000 shares of its common stock and accompanying warrants to purchase 7,500,000 625,000 625,000 4.00 per share and accompanying warrant. The total gross proceeds of the offering were $ 30,000 and the Company raised $ 27,678 in net proceeds after deducting underwriting discounts and commissions and offering expenses payable by the Company. Each warrant will have 5.25 five years Grant of Restricted Stock Units (RSU) The following table summarizes restricted common stock activity during the six months ended June 30, 2024: SCHEDULE OF RESTRICTED COMMON STOCK ACTIVITY Number of Restricted Shares Fair Value Weighted Average Grant Date Fair Value Non-vested, December 31, 2023 57,900 $ 1,103 $ 22.40 Granted 130,690 852 6.52 Vested (131,267 ) (989 ) 7.53 Forfeited — — — Non-vested, June 30, 2024 57,323 $ 966 $ 16.85 During the six months ended June 30, 2024, the Board approved the issuance of a combined total of 130,690 852 577 During the six months ended June 30, 2024, the Company recorded $ 1,125 $ 966 Stock Options In August 2009, the Board 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 no In September 2018, the Board 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 (“ISOs”); (ii) nonstatutory stock options (“NSOs”); (iii) stock appreciation rights; (iv) restricted stock awards; (v) restricted stock unit awards (“RSUs”); (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 In June 2022, the Board approved the adoption of the 2022 Plan. The 2022 Plan provides for the grant of ISOs to employees, including employees of any parent or subsidiary, and for the grant of NSOs, stock appreciation rights, restricted stock awards, RSUs, performance awards and other forms of stock awards to employees, directors, and consultants, including employees and consultants of our affiliates. The 2022 Plan is a successor to the 2019 Plan. No further grants will be made under the 2019 Plan. The maximum number of shares of the Company’s common stock under the 2022 Plan that may be issued is 2,800,000 5 31,500 1,922,212 1,339,449 3,230,161 In September 2023, the Board approved the adoption of the Company’s 2023 Inducement Plan (the “Inducement Plan”) to reserve 1,000,000 no 555,700 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. Stock Option Grants during the Six Months Ended June 30, 2024 During the six months ended June 30, 2024, under its 2022 Plan, the Board approved the granting of options to certain employees to purchase 31,500 3.83 7.44 vest over four years, expire ten years from the date of grant 124 The assumptions used for the options granted during the period are as follows: SCHEDULE OF OPTION GRANTED Exercise prices $ 3.83 7.44 Expected dividends — Expected volatility 100.0 % Risk free interest rate 4.3 4.5 % Expected life of options 6.0 The table below summarizes the Company’s stock option activities for the six months ended June 30, 2024: SCHEDULE OF STOCK OPTION ACTIVITY Number of Option Shares Exercise Price Range Per Share Weighted Average Exercise Price Balance, December 31, 2023 5,118,920 6.00 24.75 9.76 Granted 31,500 3.83 7.44 4.86 Cancelled (80,471 ) 6.00 22.40 14.15 Exercised — — — Expired (25,000 ) 6.00 6.00 Balance, June 30, 2024 5,044,949 $ 3.83 24.75 $ 9.64 Vested and exercisable, June 30, 2024 3,906,994 $ 6.00 10.50 $ 6.37 Unvested, June 30, 2024 1,137,955 $ 6.00 24.75 $ 21.00 The following table summarizes information concerning outstanding and exercisable options as of June 30, 2024: SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Average Remaining Contractual Life (in years) Weighted Average Exercise Price $ 3.83 6.00 3,835,162 3.89 $ 6.00 3,770,691 3.84 $ 6.00 6.01 10.50 99,099 2.27 9.33 90,099 1.53 9.52 10.51 24.75 1,110,688 9.20 22.26 68,704 9.19 22.40 $ 3.83 24.75 5,044,949 5.06 $ 9.64 3,906,994 3.88 $ 6.37 During the six months ended June 30, 2024, the Company extended the option term for two option holders for an additional year through December 31, 2024. The total number of shares that were extended was 51,581 303 In September 2022, the Board approved a stock option repricing whereby the exercise price of previously granted and unexercised options held by certain employees, directors and key advisers with exercise prices between $ 9.00 10.50 6.00 2,733 2,689 17 During the six months ended June 30, 2024, the Company recorded $ 2,787 17,003 no Stock Warrants The table below summarizes the Company’s warrants activities for the six months ended June 30, 2024: SCHEDULE OF WARRANTS ACTIVITY Number of Warrant Shares Exercise Price Range Per Share Weighted Average Exercise Price Balance, December 31, 2023 512,759 3.00 10.50 7.14 Issued 7,500,000 5.25 5.25 Cancelled — — — Exercised (76,487 ) 9.00 9.00 Expired (38,297 ) 10.50 10.50 Balance, June 30, 2024 7,897,975 $ 3.00 9.00 $ 5.32 Vested and exercisable, June 30, 2024 7,897,975 $ 3.00 9.00 $ 5.32 The following table summarizes information concerning outstanding and exercisable warrants as of June 30, 2024: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding Warrants Exercisable Range of Exercise Prices Number Outstanding Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Average Remaining Contractual Life (in years) Weighted Average Exercise Price $ 3.00 133,333 2.67 $ 3.00 133,333 2.67 $ 3.00 3.01 9.00 7,764,642 4.84 5.36 7,764,642 4.84 5.36 $ 3.00 9.00 7,897,975 4.80 $ 5.32 7,897,975 4.80 $ 5.32 During the six months ended June 30, 2023, the Company issued 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, 2024, the Company issued warrants to purchase 7,500,000 5.25 The warrants expire five years During the six months ended June 30, 2024, warrant holders exercised 76,487 9.00 688 There was no Employee Stock Purchase Plan The Company’s 2022 Employee Stock Purchase Plan (“ESPP”) permits eligible employees to purchase Company shares on an after-tax basis in an amount between 1% and 15% of their earnings: (i) on May 16 th th th th th A maximum of 700,000 st st 267,890 shares of common stock to the ESPP in 2024. During the three and six months ended June 30, 2024, employees purchased 15,902 shares of common stock for an aggregate purchase price of $ 49 951,988 shares remain authorized and available for issuance under the ESPP. As of June 30, 2024, the Company held $ 19 on behalf of employees for future purchases under the ESPP, and this amount was recorded in accrued payroll and payroll taxes in the Company’s condensed balance sheet. |