STOCKHOLDERS' EQUITY (DEFICIT) | NOTE 15. STOCKHOLDERS’ EQUITY (DEFICIT) Common Stock At June 30, 2024 , the Company had 500 million shares of common stock, $ 0.0001 par value, authorized for issuance. Each share of common stock has the right to one vote. As of June 30, 2024, the Company had 98,825,076 shares of common stock outstanding. The Company has not declared or paid any dividends related to the common stock during the three or six months ended June 30, 2024 and 2023. During the six months ended June 30, 2024 , $ 400,000 million of convertible debt principal was converted into 618,384 shares of common stock $ 1,279,782 of conversions payable was converted into 1,793,404 shares of common stock. 350,000 shares of common stock was also issued to settle liabilities. As part of the December 19, 2022 Securities Purchase Contract (the “Purchase Contract”) with two institutional investors (the “Investors”), the Company issued to the Investors certain common stock warrants (the “Warrants”). The Warrants have certain “full ratchet” anti-dilution adjustments that are triggered when the Company issues securities with a purchase or conversion, exercise or exchange price that is less than the exercise price of the Warrants then in effect at any time. Under the full ratchet anti-dilution adjustments, if the Company issues new securities at a price lower than the then applicable exercise price, (i) the exercise price is reduced to the lower new issue price and (ii) the number of warrant shares is proportionately increased. The Warrants have been previously adjusted following past issuances of Company securities. As of March 31, 2024, there were 5,596,232 Warrants exercisable at an exercise price of $ 1.765 . On March 6, 2024 and March 7, 2024 , the Company entered into Warrant Repurchase Agreements (the “Repurchase Agreements”), with each of the Investors. Pursuant to the Repurchase Agreements, if the Company closes a new capital raising transaction with gross proceeds in excess of $ 5 million (“Qualified Financing”), the Company will repurchase the Warrants from the Investors for an aggregate purchase price of $ 3.6 million. Following the delivery of the purchase price to the Investors, the Investors will relinquish all rights, title and interest in the Warrants and assign the same to the Company, and the Warrants will be cancelled. On April 12, 2024, the Company entered into Amended and Restated Warrant Repurchase Agreements (the “Amendments”) with each of the Investors. Pursuant to the Amendments, on April 12, 2024, the Company and the Investors agreed to the following: • First Repurchase. On April 12, 2024, the Investors agree to convey, assign and transfer 50 % of the Warrants to the Company in exchange for the payment by the Company for an aggregate purchase price of $ 1.8 million. • Second Repurchase. On or before April 18, 2024, the Investors agree to convey, assign and transfer all remaining Warrants to the Company for an aggregate purchase price of $ 1.8 million. To extend the repurchase deadline, on April 12, 2024 the Company agreed to issue the Investors approximately 7.1 million warrants in aggregate at an exercise price of $ 0.14 per warrant. These warrants will be exercisable at any time, and from time to time, in whole or in part, commencing six months from the closing of the offering and expiring five and a half ( 5.5 ) years from the date of issue, and will be exercisable for cash only unless an effective registration statement is not available at the time of exercise, in which case the warrants could be exercised on a cashless basis. The Company recorded an expense of $ 743,459 as Warrant settlement expense on the unaudited Condensed Statement of Operations and Comprehensive Income. The expense represents the estimated fair value of the warrants at the issuance date and was determined using the Black Scholes model using the following inputs: Inputs Expected stock price volatility 154.5 % Dividend yield 0 % Risk-free interest rate 4.75 % Expected life of the warrants (in years) 2.75 On April 9, 2024 the Company entered into a placement agency agreement (the “Placement Agent Agreement”) with Dawson James Securities Inc. (“Dawson James”) pursuant to which the Company engaged Dawson James as the placement agent for a registered public offering by the Company (the “Offering”), of up to $ 6 million of shares of common stock or, in lieu of common stock, one prefunded warrant to purchase a share of common stock on a best efforts basis. The Company agreed to pay Dawson James a placement agent fee in cash equal to 8.00 % of the gross proceeds from the sale of the shares of common stock; provided, however, that the placement agent fee shall equal 4 % for investors that the Company directs to the Offering. The Company also agreed to reimburse Dawson James for all reasonable travel and other out-of-pocket expenses, including the reasonable fees of legal counsel, not to exceed $ 155,000 . On April 18, 2024, the Company, completed closings under the Offering of common stock. Aggregate gross proceeds from all closings under the offering total $ 5.09 million before deducting offering expenses. In the completed closings, the Company issued an aggregate of (i) 15,179,460 common shares and (ii) 21,162,277 Pre-Funded Warrants. The Pre-Funded Warrants are immediately exercisable at a price of $ 0.0001 per share of common stock and only expire when such Pre-Funded warrants are fully exercised. As of June 30, 2024, all 21,162,277 of the Pre-Funded Warrants were exercised into common stock. The net proceeds from the closings of the Offering were utilized to retire approximately $ 200,000 of cash payable and $ 3.6 million to repurchase and cancel a total of 5,596,232 outstanding common warrants with an exercise price of $ 1.765 per share that were both issued with our secured notes issued in December 2022. The repurchase of these warrants eliminated a substantial potential future issuance of common stock at a substantially reduced price. These warrants would have been adjusted in accordance with their terms to provide for the purchase of 70,554,495 shares of the Company’s common stock at an exercise price of $ 0.14 if they had not been repurchased by the Company. On May 16, 2024, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, as sales agent (“Wainwright”), to sell shares of its common stock, par value $ 0.0001 per share (the “Shares”), having an aggregate sales price of up to $ 4,219,000 , from time to time, through an “at the market offering” program under which Wainwright will act as sales agent. The sales, if any, of the Shares made under the ATM Agreement will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through the Nasdaq Capital Market or on any other existing trading market for the Company’s common stock. The Company will pay Wainwright a commission rate equal to 3.0 % of the aggregate gross proceeds from each sale of Common Stock and will also reimburse Wainwright for certain specified expenses in connection with entering into the ATM Agreement, including certain fees and out-of-pocket expenses of its legal counsel. On May 23, 2024, the Company increased the amount available for sale under the ATM Agreement, up to an additional aggregate offering price of $ 4,344,000 and on May 30, 2024, the Company again increased the amount available for sale under the ATM Agreement by an additional aggregate offering price of $ 3,981,000 . As of June 30, 2024, the Company sold 55,342,643 shares of common stock at an average price of $ 0.162 per share, resulting in aggregate gross proceeds of approximately $ 8.96 million. The Company anticipates that the at-the-market offering will continue throughout the next reporting period. Preferred Stock At June 30, 2024 , the Company had 25 million shares of preferred stock, $ 0.0001 par value, authorized for issuance. Preferred stock may be issued in classes or series. Designations, powers, preferences, rights, qualifications, limitations and restrictions are determined by the Company’s Board of Directors. The following table summarizes the designations, shares authorized, and shares outstanding for the Company’s Preferred Stock: Preferred Stock Series Designation Shares Shares Series A 750,000 48,100 Series 1A 5,000 — Series B-1 2,000 — Series B-2 1,000 — Series 1B 900 — Series C 1,000 — Series D 3,000 — Series D-1 2,500 — Series E 2,800 — Series F 7,000 — Series G 2,000 — Series H 2,500 — Series I 1,000 — Series J 1,350 — Series J-1 1,000 — Series K 20,000 — Series Z 1 1 Warrants As of June 30, 2024 , there are 11,877,142 outstanding warrants with exercise prices between $ 0.14 and $ 1,060 per share. Series A Preferred Stock Refer to Note 13 for information on Series A Preferred Stock. Series Z Preferred Stock Refer to Note 14 for information on Series Z Preferred Stock. Series 1A, B-1, B-2, C, D, D-1, E, F, G, H, I, J, J-1, and K Preferred Stock There were no transactions involving the Series 1A, B-1, B-2, C, D, D-1, E, F, G, H, I, J, J-1, or K during the three and six months ended June 30, 2024 . |