Redeemable Preferred Stock and Stockholders' Deficit | 9. Redeemable Preferred Stock and Stockholders’ Deficit Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.001 per share. The Company has designated 1,250,000 of these shares as Series A Convertible Preferred Stock (“Series A Preferred Stock”). On February 1, 2021, the Company entered into a Series A Preferred Stock Purchase Agreement with an investor. The Company issued 58,850 shares for proceeds of $53,500. On March 1, 2021, the Company entered into a Series A Preferred Stock Purchase Agreements with an investor. The Company issued 80,850 shares for proceeds of $73,500. On April 5, 2021, the Company entered into a Series A Preferred Stock Purchase Agreements with an investor. The Company issued 58,850 shares for proceeds of $53,500. On April 30, 2021, the Company entered into a Series A Preferred Stock Purchase Agreements with an investor. The Company issued 59,125 shares for proceeds of $53,750. On June 17, 2021, the Company entered into a Series A Preferred Stock Purchase Agreements with an investor. The Company issued 60,500 shares for proceeds of $55,000. On August 11, 2021, the Company entered into a Series A Preferred Stock Purchase Agreements with an investor. The Company issued 59,125 shares for proceeds of $53,750. On September 13, 2021, the Company entered into a Series A Preferred Stock Purchase Agreements with an investor. The Company issued 59,125 shares for proceeds of $53,750. On December 27, 2021, the Company entered into a Series A Preferred Stock Purchase Agreement with an investor. The Company issued 81,125 shares for proceeds of $73,750. On February 2, 2022, the Company entered into a Series A Preferred Stock Purchase Agreement with an investor. The Company issued 59,125 shares for proceeds of $53,500. On March 24, 2022, the Company entered into a Series A Preferred Stock Purchase Agreement with an investor. The Company issued 59,125 shares for proceeds of $53,500. On April 26, 2022, the Company entered into a Series A Preferred Stock Purchase Agreement with an investor. The Company issued 59,125 shares for proceeds of $53,500. On May 20, 2022, the Company entered into a Series A Preferred Stock Purchase Agreement with an investor. The Company issued 53,625 shares for proceeds of $48,750. On August 23, 2022, the Company entered into a Series A Preferred Stock Purchase Agreement with an investor. The Company issued 59,125 shares for proceeds of $53,500. On September 26, 2022, the Company entered into a Series A Preferred Stock Purchase Agreement with an investor. The Company issued 59,125 shares for proceeds of $53,500. On November 2, 2022, the Company entered into a Series A Preferred Stock Purchase Agreement with an investor. The Company issued 48,125 shares for proceeds of $43,750. On December 14, 2022, the Company entered into a Series A Preferred Stock Purchase Agreement with an investor. The Company issued 48,125 shares for proceeds of $43,750. Rights and Privileges of the Series A Preferred Stock · Voting · Dividends · Liquidation Preference · Redemption · Mandatory Redemption · Conversion · Default Adjustments Based on the terms of the conversion feature, the Company could be required to issue an infinite number of shares of common stock. As such, the Company has determined the conversion feature to be a derivative liability under relevant accounting guidance. The Company estimated the fair value of the conversion feature using the Binomial Lattice Model on the date of issuance, on the date of each conversion notice, and remeasures the fair value at each reporting period. During the year ended December 31, 2022, the Company issued 445,500 shares of series A preferred stock for proceeds of $405,000. Related to these issuances, the Company recorded derivative liabilities of $175,638 and discounts to the preferred stock of $175,638, which is being amortized to deemed dividends over the redemption period. Also related to these issuances the Company recorded deemed dividends of $126,186. During the year ended December 31, 2022, the holder of the Series A preferred stock converted 430,375 shares of Series A preferred stock and accrued dividends into 264,726,807 shares of common stock. Related to these conversions during the year ended December 31, 2022, the Company recorded a reduction of the associated derivative liability for the conversion features of $241,490 and a reduction of the preferred stock discount of $142,620 and $125,406 of deemed dividend. Rights and Privileges of the Series B Preferred Stock In February 2021, the Company issued 500,000 shares of its Series B Super Voting Preferred Stock. Each share of Series B preferred stock has voting rights equal to 500 shares of common stock, is not entitled to receive dividends, is not convertible into shares of common stock. If the holder of the Series B preferred stock ceases to be a Board Member, the Company will repurchase any Series B preferred stock from the holder for a price of $0.001 per share. If the holder of the Series B preferred stock proposes to transfer any shares of Series B preferred stock, the Company will have 90 days to repurchase the shares for a price of $0.001 per share. The grant date fair value of the Series B preferred stock issued during the nine months ended September 30, 2021 was $278,447 and was recorded to stock-based compensation expense in the accompanying condensed consolidated statements of operations. During the year ended December 31, 2022, the Company repurchased 1,250,000 shares of its Series B Super Voting Preferred Stock, valued at $65,572 and $1,250 cash, per the terms of the Series B shareholder agreement. Common Stock 2022 During the year ended December 31, 2022, the Company issued 3,113,005 shares of common stock for services provided by a vendor. During the year ended December 31, 2022, the Company issued 19,560,705 shares of common stock for the exercise of a warrant on a cashless basis. During the year ended December 31, 2022, the Company issued 264,726,807 shares of common stock for the conversion of Series A preferred stock and accrued dividends. During the year ended December 31, 2022, the Company issued 12,500,000 shares of common stock as a commitment fee for a new equity line of credit. During the year ended December 31, 2022, the Company issued 93,490,998 shares of common stock for cash proceeds of $153,746. During the year ended December 31, 2022, the Company issued 20,000,000 shares of common stock for services provided by management and the board of directors. 2021 During the year ended December 31, 2021, the Company sold a total of 151,368,383 shares of common stock for proceeds of $621,745. During the year ended December 31, 2021, the Company issued a total of 10,479,231 shares of common stock for the conversion of $58,588 of accrued expenses owed to the VP and General Manager and another employee. During the year ended December 31, 2021, the Company issued 498,260 shares for the cashless exercise of warrants. During the year ended December 31, 2021, the Company issued 113,571,223 shares of common stock for the conversion of Series A preferred stock and accrued dividends. During the year ended December 31, 2021, the Company issued 1,780,825 shares of common stock for the conversion of debt and accrued interest. During the year ended December 31, 2021, the Company issued a total of 6,979,452 shares of common stock for a loan commitment fee and a loan extension fee. |