STOCKHOLDERS’ EQUITY | NOTE 6 – 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 999 999,000 300 300,000 On May 16, 2023, the Series D Convertible Preferred Stock was approved for conversion to common shares during the Company’s annual shareholder meeting. On March 22, 2024 and March 28, 2024, the Company entered into Securities Purchase Agreements (the “Purchase Agreements”) with certain existing and other accredited investors (the “2024 Purchaser”). Pursuant to the Purchase Agreements, the 2024 Purchasers purchased an aggregate of 620 1,000 620,000 On April 3, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an accredited investor (the “2024 Purchaser”). Pursuant to the Purchase Agreement, the 2024 Purchasers purchased an aggregate of 250 1,000 250,000 In April and May of 2024, 650 216,668 1,519 1,299 In connection with such Purchase Agreements, the Company entered into Registration Rights Agreements and filed registration statements with the SEC 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 Agreements contain customary representations, warranties, agreements and indemnification rights and obligations of the parties. The Registration Rights Agreements contain provisions for liquidated damages equal to 1% multiplied by the aggregate subscription amount paid, paid each month, in the event certain deadlines are missed. Series E Convertible Preferred Stock The Company’s Board of Directors has designated 30,000 1,000 Each share of Series E Convertible Preferred Stock has 333 votes 3.00 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. On November 9, 2023, the Company 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 2,500 1,000 2,500,000 The November 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 November Purchase Agreement) on or prior to June 30, 2024 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 Purchasers. The conversion price of the Series E Convertible Preferred Stock currently is $3.00 per share (subject to adjustment). If the company sells shares less than the then conversion price, then the series E conversion price will be amended to that lower share price. As of June 30, 2024 there were no share sales at less than the $3.00 conversion price and this anti-dilution provision expired. The Purchasers under the November Purchase Agreement also were the holders of the Company’s Series F Convertible Preferred Stock issued on August 1, 2023. The purchase agreement relating to the shares of Series F Convertible Preferred Stock required the consent of the holders in the event the Company were to issue common stock or rights to acquire common stock prior to December 31, 2023 at an effective price per share less than the then conversion price of the Series F Convertible Preferred Stock, which was $ 6.20 5,000 7,500 5,000 On March 22, 2024 and March 28, 2024, the Company entered into Securities Purchase Agreements (the “Purchase Agreements”) with certain existing and other accredited investors (the “2024 Purchasers”). Pursuant to the Purchase Agreements, the 2024 Purchasers purchased an aggregate of 2,125 1,000 2,125,002 As of June 30, 2024 and December 31, 2023, respectively, there were 13,625 11,500 In connection with such Purchase Agreements, the Company also entered into Registration Rights Agreements with the Purchasers. Pursuant to the Registration Rights Agreements, the Company filed with the SEC registration statements covering the resale by the Purchasers of the shares of common stock into which the shares of Series E Convertible Preferred Stock are convertible. The Registration Rights Agreements contain customary representations, warranties, agreements and indemnification rights and obligations of the parties. The Registration Rights Agreements contain provisions for liquidated damages equal to 1% multiplied by the aggregate subscription amount paid, paid each month, in the event certain deadlines are missed. 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 had 161 votes The Company also agreed that it would 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 entitled 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. As a result of that agreement, upon the issuance of 2,500 3.00 5,000 5,000 0 As of June 30, 2024 and December 31, 2023, respectively, there were zero 0 0 Common stock issued Six Months Ended June 30, 2024 During the three months ended March 31, 2024, the Company issued 8,655 37,500 4.33 On April 23, 2024, two shareholders converted 147 78 225 225,000 3.00 49,000 26,000 On April 30, 2024, two shareholders converted 100 250 350 350,000 3.00 33,334 83,334 On May 7, 2024, a shareholder converted 75 75,000 3.00 On May 17, 2024, the Company entered into an At-the-Market Issuance Sales Agreement (the “Sales Agreement”) with Ascendiant Capital Markets, LLC, as sales agent (the “Agent”) providing for the sale by the Company of shares of our common stock, par value $ 0.001 7,500,000 7,500,000 On June 12, 2024, the Company issued 11,239 3.05 33,261 On June 13, 2024, the Company issued 9,747 3.15 29,626 On June 17, 2024, the Company issued 400 3.02 1,165 On June 18, 2024, the Company issued 1,534 3.03 4,507 On June 25, 2024, the Company issued 15,610 3.15 47,004 In summary during the three months ended June 30, 2024, the Company issued an aggregate of 38,530 115,563 During the three months ended June 30, 2024, the Company issued 15,041 42,500 2.83 On June 30, 2024, the Company issued 38,041 87,348 2.30 The Company also recognized compensation expense of $ 40,589 Six Months Ended June 30, 2023 During the three months ended March 31, 2023, the Company issued 12,463 32,500 2.61 During the three months ended 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 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 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 or the IRS allowable limit per calendar year. 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 (that is the first date of each offering period) fair value of the estimated shares to be purchased based on the estimated payroll deduction withholdings. Each grant date fair value is computed as the sum of (a) 15 85 15 The Company computed the fair value of the look-back feature call and put options for January 1, 2024 to June 30, 2024 using a Black Scholes option pricing model using the following assumptions: Schedule of black scholes option pricing model using assumptions At June 30, 2024 Grant date share price at January 1, 2024 $ 2.70 Grant date exercise price $ 2.30 Expected term 0.5 Expected volatility 67.3 % Risk-free rate 5.26 % Expected dividend rate 0 % During the offer period, the Company records stock-based compensation pro rata as an expense and a credit to additional paid-in capital. The Company issued 38,041 65,561 Schedule of stock-based compensation At Cash from employee withholdings used to purchase ESPP shares $ 87,348 Stock based compensation expense 40,589 Total charges related to the Employee Stock Purchase Plan $ 127,937 At June 30, 2023 Cash from employee withholdings used to purchase ESPP shares $ 117,048 Stock based compensation expense 66,217 Total charges related to the Employee Stock Purchase Plan $ 183,265 Stock-Based Compensation Stock-based compensation expense recognized under ASC 718-10 for the six months ended June 30, 2024 and 2023, was $ 201,109 236,527 315,069 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 As of June 30, 2024, and December 31, 2023, options to purchase a total of 1,340,903 1,387,775 850,629 269,658 269,658 741,245 788,117 330,000 330,000 Schedule of non-plan options Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Options Price Term (Years) Value Outstanding at December 31, 2022 926,266 $ 5.74 3.3 $ — Granted 463,117 $ 4.22 4.35 $ — Forfeited (1,608 ) $ 14.00 — $ — Outstanding at December 31, 2023 1,387,775 $ 5.23 3.0 $ — Exercisable at December 31, 2023 581,324 $ 5.38 1.8 $ — Outstanding at December 31, 2023 1,387,775 $ 5.23 3.0 $ — Granted — $ — — $ — Exercised/Forfeited/Expired (46,872 ) $ 5.47 — $ — Outstanding at June 30, 2024 1,340,903 $ 5.22 2.5 $ — Exercisable at June 30, 2024 850,629 $ 5.43 1.8 $ — Warrants Schedule of warrants Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (Years) Value Outstanding at December 31, 2022 147,591 $ 8.63 0.8 $ — Warrants expired, forfeited, cancelled or exercised (102,947 ) $ — — $ — Warrants issued — $ — — $ — Outstanding at December 31, 2023 44,644 $ 7.70 0.7 $ — Exercisable at December 31, 2023 44,644 $ 7.70 0.7 $ — Outstanding at December 31, 2023 44,644 $ 7.70 0.7 $ — Warrants expired, forfeited, cancelled or exercised — $ — — $ — Warrants issued — $ — — $ — Outstanding at June 30, 2024 44,644 $ 7.70 0.2 $ — Exercisable at June 30, 2024 44,644 $ 7.70 0.2 $ — |