Equity [Text Block] | Note 7 Common Stock, Preferred Stock, Warrants and Options Common Stock On October 22, 2020, the Board of Directors consented to satisfying accrued liabilities of vendors by issuing common stock from the 2018 Equity Incentive Plan from August 26, 2020 through September 1, 2021. The number of shares issued to satisfy a liability was determined by the average closing price for the fifteen (15) Series A Convertible Preferred Stock A total of 500,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) have been authorized for issuance under the Certificate of Designation of Preferences, Rights and Limitation of Series A Convertible Preferred Stock of the Company (the “Certificate of Designation”), which Certificate of Designation was filed with the Secretary of State of the State of Oklahoma on December 11, 2013. The shares of Series A Preferred Stock have a par value of $0.0002 per share and a stated value of $1.00 per share (the “Stated Value”) and shall receive a dividend of 6% of their Stated Value per annum payable or upon conversion or redemption of Series A Preferred at the option of the Company. We have not paid any cash or stock dividends to the holders of our Series A Preferred Stock. Dividends in arrears totaled approximately $210,000 and $190,000 for the years ended December 31, 2023 and 2022, respectively. Under the Certificate of Designation, the holders of the Series A Preferred Stock have the following rights, preferences and privileges: The Series A Preferred Stock may, at the option of the holder, be converted at any time after the first anniversary of the issuance of the Series A Preferred Stock or from time to time thereafter into 166,667 post-split shares of common stock that such holder is entitled to in proportion to the 500,000 shares of Series A Preferred so designated in the Certificate of Designation. The Series A Preferred Stock will automatically be converted into common stock anytime the post-split 5-day Volume-Weighted Average Price (VWAP) of the Company’s common stock prior to such conversion is equal to $15.00 or more. Such mandatory conversion would be converted by the same method described above for discretionary conversions. Except as otherwise required by law, the holders of shares of Series A Preferred Stock shall not have voting rights or powers. In the event of any (i) liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or ii) sale, merger, consolidation, reorganization or other transaction that results in a change of control of the Company, each holder of a share of Series A Preferred shall be entitled to receive, subject to prior preferences and other rights of any class or series of stock of the Company senior to the Series A Preferred, but prior and in preference to any distribution of any of the assets or surplus funds of the Company to holders of Common Stock, or any other class or series of stock of the Company junior to the Series A Preferred, an amount equal to the Stated Value plus accrued and unpaid dividends (as adjusted for any stock dividends, combinations or splits with respect to such shares) (the “Preference Amount”). After such payment has been made to the holders of Series A Preferred of the full Preference Amount to which such holders shall be entitled, the remaining net assets of the Company available for distribution, if any, shall be distributed pro rata among the holders of Common Stock. In the event the funds or assets legally available for distribution to the holders of Series A Preferred are insufficient to pay the Preference Amount, then all funds or assets available for distribution to the holders of capital stock shall be paid to the holders of Series A Preferred pro rata based on the full Preference Amount to which they are entitled. The Company may not declare, pay or set aside any dividends on shares of any class or series of capital stock of the Company (other than dividends on shares of Common Stock payable in shares of Common Stock) unless the holders of the Series A Preferred Stock shall first receive, or simultaneously receive, a dividend on each outstanding share of Series A Preferred in an amount equal to the dividend per share that such holders would have received had they converted their shares of Series A Preferred into shares of Common Stock immediately prior to the record date for the declaration of the Common Stock dividend in an amount equal to the average VWAP during the 5 trading days prior to the date such dividend is due. Warrants Warrants to subscribe for and purchase up to 3,000,000 shares of common stock at an exercise price of $0.052 per share were included under the terms of the DAF Credit Agreement. The warrants will be issued in amounts of 150,000 and 210,000 per month during the funding period. In the event that funding advances deviate from the planned schedule then warrants will be issued pro-rata at 1.2 warrants for every $1 of funding. Warrants granted under the terms of the DAF Credit Agreement as of December 31, 2023 and 2022 total 2,814,000. The estimated value of the warrants granted monthly, with each advance, is calculated using the Black-Scholes option pricing model. The expected dividend yield is based on the average annual dividend yield as of the grant date. Expected volatility is based on the historical volatility of our stock. The risk-free interest rate is based on the U.S. Treasury Constant Maturity rates as of the grant date. The expected life of the warrant is based on historical exercise behavior and expected future experience. The resulting estimated value of the warrant is used to proportionally allocate the fair value of the debt advance and the fair value of the warrants. On March 2, 2021, the Company entered into the Purchase Agreement with a single institutional investor in a private placement to sell (i) 23,500,000 shares of its common stock, (ii) pre-funded warrants to purchase up to an aggregate of 51,500,000 shares of its common stock, and (iii) warrants to purchase up to an aggregate of 82,500,000 shares of its common stock for gross proceeds of approximately $6,000,000. The combined purchase price for one share of common stock and associated Warrant is $0.08 and for one Pre-Funded Warrant and associated Warrant is $0.0799. The sale of the securities under the Purchase Agreement closed on March 5, 2021. The pre-funded warrants have an exercise price of $0.0001 per share, subject to adjustment as set forth in the pre-funded warrants for stock splits, stock dividends, recapitalizations and similar events. The pre-funded warrants will be exercisable immediately and may be exercised at any time until all of the pre-funded warrants are exercised in full. In addition, the Company agreed to issue to the placement agent (or its designees) warrants to purchase a number of shares equal to 8.0% of the aggregate number of shares and pre-funded warrant shares sold under the Purchase Agreement, or warrants to purchase an aggregate of up to 6,000,000 shares. The placement agent warrants generally will have the same terms as the warrants, except they will have an exercise price of $0.10. Warrants Summary The following table summarizes the Company’s warrant activity during the year ended December 31, 2023: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Warrants Price In Years Value Outstanding, December 31, 2022 132,514,000 $ 0.0555 3.63 Exercised (12,500,000 ) 0.0001 Outstanding, December 31, 2023 120,014,000 $ 0.0612 2.63 $ 843,780 Options Stock options for employees, directors or consultants, are valued at the date of award, which does not precede the approval date, and compensation cost is recognized in the period the options are vested. The Company recognizes compensation expense for awards subject to graded vesting on a straight-line basis. Stock options generally become exercisable on the date of grant and expire based on the terms of each grant. The estimated fair value of options for common stock granted was determined using the Black-Scholes option pricing model. The expected dividend yield is based on the average annual dividend yield as of the grant date. Expected volatility is based on the historical volatility of our stock. The risk-free interest rate is based on the U.S. Treasury Constant Maturity rates as of the grant date. The expected life of the option is based on historical exercise behavior and expected future experience. On June 8, 2020, the Board of Directors consented to a share exchange agreement with holders of 21,500,000 options awarded on August 7, 2019. The agreement allows for holders to exchange their options for rule 144 common stock at an exchange rate of 0.6 shares per 1 option. The modification of these options did not result in any additional compensation because there was no change in the fair value. As of December 31, 2023, 9,500,000 options had been exchanged for 5,700,000 shares of common stock. On March 23, 2022, the Board of Directors of the Company consented to granting 950,000 options to new employee and a consultant. These options have an exercise price of the $0.055 and vest immediately. On October 14, 2022, the Company granted options to purchase a total of 24,000,000 shares of the Company’s common stock at an exercise price of $0.0277 per share. The options are exercisable for a period of five On October 27, 2023, the Company granted five-year The Company recognized $564,000 and $761,695 of stock option expense during the years ended December 31, 2023 and 2022, respectively. Options Summary The following table summarizes the Company’s option activity during the years ended December 31, 2023 and 2022: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Options Price In Years Value Outstanding, December 31, 2021 53,711,609 $ 0.093 4.17 936,000 Options granted 24,950,000 0.028 Options expired (3,449 ) 70.260 Exchanged for common stock (1,500,000 ) 0.041 Outstanding, December 31, 2022 77,158,160 $ 0.070 3.72 $ 151,200 Options granted 24,000,000 0.0235 Outstanding, December 31, 2023 101,158,160 $ 0.059 3.22 $ 187,200 Exercisable options Exercisable, December 31, 2022 77,158,160 $ 0.070 3.72 $ 151,200 Exercisable, December 31, 2023 101,158,160 $ 0.059 3.22 $ 187,200 The following table summarizes the Company’s options as of December 31, 2023: Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 0.024 24,000,000 4.82 24,000,000 $ 0.028 24,000,000 3.79 24,000,000 $ 0.041 12,500,000 0.60 12,500,000 $ 0.055 950,000 3.23 950,000 $ 0.065 1,000,000 1.50 1,000,000 $ 0.105 38,500,000 2.75 38,500,000 $ 0.240 208,160 3.21 208,160 Total 101,158,160 3.22 101,158,160 The following assumptions were used for issuances during the years ended December 31, 2023 and 2022 December 31, 2023 2022 Risk-free interest rate 4.79 % 4.25 % Term (years) 5 5 Volatility 262 % 297 % Dividend yield 0 % 0 % |