STOCKHOLDERS’ EQUITY | NOTE 5 – STOCKHOLDERS’ EQUITY Series B Convertible Preferred Stock The following summary of certain terms and provisions of our Series B Convertible Preferred Stock (the “Series B Convertible Preferred Stock”) is subject to, and qualified in its entirety by reference to, the terms and provisions set forth in our certificate of designation of preferences, rights and limitations of Series B Convertible Preferred Stock (the “Series B Convertible Preferred Certificate of Designation”) as previously filed. Subject to the limitations prescribed by our articles of incorporation, our board of directors is authorized to establish the number of shares constituting each series of preferred stock and to fix the designations, powers, preferences, and rights of the shares of each of those series and the qualifications, limitations and restrictions of each of those series, all without any further vote or action by our stockholders. Our board of directors designated 15,000 10,000,000 1,000 Each share of Series B Convertible Preferred Stock was convertible at any time at the holder’s option into a number of shares of common stock equal to $ 1,000 7.00 0 0 Series C Convertible Preferred Stock The Company’s Board of Directors designated 5,000 1,000 Each share of Series C Convertible Preferred Stock has 172 votes 5.50 On February 26, 2021, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain existing investors in the Company (the “Purchasers”). Pursuant to the Purchase Agreement, the Purchasers purchased 4,500 shares of a newly authorized Series C Convertible Preferred Stock, and the Company received proceeds of $ 4,500,000 454,546 0 0 In connection with the Purchase Agreement, the Company also entered into a Registration Rights Agreement with the Purchasers. Pursuant to the Registration Rights Agreement, the Company filed with the SEC a registration statement covering the resale by the Purchasers of the shares of common stock into which the shares of Series C Convertible Preferred Stock were convertible. The Registration Rights Agreement contains customary representations, warranties, agreements and indemnification rights and obligations of the parties. Series D Convertible Preferred Stock On September 28, 2022, the Company amended its articles of incorporation to designate 4,000 1,000 Each share of Series D Convertible Preferred Stock has 333 votes 3.00 On September 30, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain existing investors in the Company (the “Purchasers”). Pursuant to the Purchase Agreement, the Purchasers purchased 999 999,000 On October 29, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a certain existing investor in the Company (the “Purchaser”). Pursuant to the Purchase Agreement, the Purchaser purchased 300 300,000 In connection with such Purchase Agreements, the Company also entered into a Registration Rights Agreement with the Purchasers. Pursuant to the Registration Rights Agreement, the Company filed with the SEC a registration statement covering the resale by the Purchasers of the shares of common stock into which the shares of Series D Convertible Preferred Stock are convertible. The Registration Rights Agreement contains customary representations, warranties, agreements and indemnification rights and obligations of the parties. As of September 30, 2023 and December 31, 2022, respectively, there were 1,299 1,299 Series E Convertible Preferred Stock The Company’s Board of Directors has designated 30,000 1,000 Each share of Series E Preferred Stock has 333 votes The Company on March 27, 2023 entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an existing investor in the Company (the “Purchaser”). Pursuant to the Purchase Agreement, the Purchaser purchased 4,000 1,000 4,000,000 The existing investor’s Purchase Agreement also provides that the Company will not, with certain exceptions, sell or issue common stock or Common Stock Equivalents (as defined in the Purchase Agreement) on or prior to December 31, 2023 that entitles any person to acquire shares of common stock at an effective price per share less than the then conversion price of the Series E Convertible Preferred Stock without the consent of the Purchaser. As of September 30, 2023 and December 31, 2022, respectively, there were 4,000 0 In connection with the Series E Convertible Preferred Stock issuance, the Company accrued estimated costs and charged additional paid-in capital of $ 299,145 17,645 281,500 Series F Convertible Preferred Stock On August 2, 2023, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an existing, accredited investor in the Company (the “Purchaser”). Pursuant to the Purchase Agreement, the Purchaser purchased 5,000 5,000,000 The Company's Board of Directors designated 5,000 1,000 6.20 The holders of the Series F Preferred Stock, the holders of the common stock and the holders of any other class or series of shares entitled to vote with the common stock shall vote together as one class on all matters submitted to a vote of shareholders of the Company. Each share of Series F Preferred Stock has 161 votes The Company also agreed that it will not, with certain exceptions, sell or issue common stock or Common Stock Equivalents (as defined in the Purchase Agreement relating to the Series F Preferred Stock) on or prior to December 31, 2023 that entitles any person to acquire shares of common stock at an effective price per share less than the then conversion price of the Series F Preferred Stock without the consent of the holders. In connection with the Purchase Agreement, the Company also entered into a Registration Rights Agreement with the Purchasers. Pursuant to the Registration Rights Agreement, the Company filed with the SEC a registration statement covering the resale by the Purchasers of the shares of common stock into which the shares of Series C Convertible Preferred Stock were convertible. Subject to certain conditions, the Company must cause the registration statement to be declared effective by 90 days after closing (or in the event of a full review by the SEC, by 120 days). The Registration Rights Agreement contains customary representations, warranties, agreements and indemnification rights and obligations of the parties. The Registration Rights Agreement contains provisions for liquidated damages equal to 1% multiplied by the aggregate subscription amount paid, paid each month, in the event certain deadlines are missed. As of September 30, 2023 and December 31, 2022, respectively, there were 5,000 0 Common stock issued Nine Months Ended September 30, 2022 On January 11, 2022, shareholders converted 710 1,790 5.50 On February 3, 2022, the Company closed an offering of 1,325,000 5,300,000 4 4,779,000 On February 21, 2022, the Company closed on an “over-allotment” offering of 198,750 795,000 4 739,350 50,000,000 On March 31, 2022, the Company issued 7,198 40,000 On June 30, 2022, the Company issued 10,668 40,000 On August 25, 2022, 121,572 851 On September 30, 2022, the Company issued 9,758 40,000 On September 30, 2022, the Company closed an offering of 818,335 2,455,003 3 2,194,187 Nine Months Ended September 30, 2023 On March 31, 2023, the Company issued 12,463 32,500 2.61 On June 30, 2023, the Company issued 5,645 32,500 5.76 On June 30, 2023, the Company issued 65,561 117,048 1.79 72,801 The Company issued 7,910 40,565 5.13 Employee Stock Purchase Plan In the fourth quarter of 2022, the board of directors adopted an Employee Stock Purchase Plan (“ESPP”) which, was effective as of January 1, 2023 with a term of 10 years. The ESPP allows eligible employees to purchase shares of the Company's common stock at a discounted price, through payroll deductions from a minimum of 1% and up to 25% of their eligible compensation up to a maximum of $ 25,000 85 1,000,000 Under ASC 718-50 “Employee Share Purchase Plans” the plan is considered a compensatory plan and the compensation for each six-month offering period is computed based upon the grant date fair value of the estimated shares to be purchased based on the estimated payroll deduction withholdings. The grant date fair value was computed as the sum of (a) 15 85 15 As of the three months ended September 30, 2023, the Company has an accrued liability of $ 72,801 32,728 98,945 The Company computed the fair value of the look-back feature call and put options for January 1, 2023 to September 30, 2023 using a Black Scholes option pricing model using the following assumptions: Schedule of black scholes option pricing model At September 30, 2023 Grant date share price $ 2.10 5.13 Grant date exercise price $ 1.79 - $ 4.36 Expected term 0.25 0.5 Expected volatility 89.7 103.4 Risk-free rate 4.76 5.53 Expected dividend rate 0 % During the offer period, the Company records stock-based compensation pro rata as expense and a credit to additional paid-in capital. The Company issued 65,561 common shares on the option exercise date of June 30, 2023. The following table discloses relevant information for the ESPP at September 30, 2023 and for nine months then ended. Schedule of stock-based compensation At Cash payment received from employee withholdings $ 189,849 Cash from employee withholdings used to purchase shares under ESPP (117,048 ) Cash and ESPP employee withholding liability $ 72,801 For the Nine Months ended September 30, 2023 Cash from employee withholdings used to purchase ESPP shares $ 117,048 Stock based compensation expense 98,945 Total increase to equity for nine months ended September 30, 2023 $ 215,993 Stock-Based Compensation Stock-based compensation expense recognized under ASC 718-10 for the nine months ended September 30, 2023 and 2022, was $ 400,645 592,177 592,927 On May 12, 2021, the Board adopted, with shareholder approval, the 2021 Equity Incentive Plan (the “2021 Plan”) providing for the issuance of up to 1,000,000 On January 1, 2022, the Company awarded certain senior management and key employees non-qualified stock options under the 2021 Plan. Specifically, a total of 665,000 6.41 1,596,804 3.0 72 0.97 On April 1, 2023, the Board granted to certain key employees an aggregate of 353,117 4.22 60,000 293,117 567,569 On July 1, 2023, the Company awarded 50,000 On August 30, 2023, the Company awarded 70,000 As of September 30, 2023, and December 31, 2022, options to purchase a total of 1,217,775 926,266 581,325 269,658 271,266 882,636 495,000 160,000 160,000 Schedule of stock option issuance of shares Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Options Price Term (Years) Value Outstanding at December 31, 2021 431,266 $ 4.98 3.4 $ — Granted 685,000 $ 6.41 4.0 $ — Forfeited (190,000 ) $ 6.41 — $ — Outstanding at December 31, 2022 926,266 $ 5.74 3.3 $ — Exercisable at December 31, 2022 404,599 $ 5.02 3.3 $ — Outstanding at December 31, 2022 926,266 $ 5.74 3.3 $ — Granted 353,117 $ 4.22 4.5 $ — Exercised/Forfeited/Expired (61,608 ) $ 4.48 — $ — Outstanding at September 30, 2023 1,217,775 $ 5.37 3.0 $ — Exercisable at September 30, 2023 581,325 $ 5.38 2.1 $ — Warrants Schedule of warrants outstanding Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (Years) Value Outstanding at December 31, 2021 1,376,466 $ 8.18 1.9 — Warrants expired, forfeited, cancelled or exercised (1,228,875 ) — — — Warrants issued — — — — Outstanding at December 31, 2022 147,591 $ 8.63 0.8 — Exercisable at December 31, 2022 147,591 $ 8.63 0.8 — Outstanding at December 31, 2022 147,591 $ 8.63 0.8 — Warrants expired, forfeited, cancelled or exercised (67,500 ) — — — Warrants issued — — — — Outstanding at September 30, 2023 80,091 $ 8.53 0.6 — Exercisable at September 30, 2023 80,091 $ 8.53 0.6 — |