EQUITY | 7. EQUITY Common Stock and Preferred Stock On December 5, 2022 the Company approved an amendment to its articles of incorporation to effect a 45-to-1 reverse split of our common stock effective January 13, 2023. All prior amounts equity amounts have been presented to reflect this reverse split. As of March 31, 2024 and 2023, the Company’s authorized capital stock consists of 3,000,000,000 shares of common stock, par value $0.001, and 50,000,000 shares of preferred stock, par value $0.001. 1,000 shares of preferred stock are designated as Series A Convertible Preferred Stock. No On January 3, 2023, the Company completed the acquisition of the WonderLeaf assets for 222,223 shares of common stock valued at $50,000, or $0.225 per share. On December 14, 2021, the board of directors of the Company adopted the Company’s 2021 Equity Incentive Plan (the “2021 Plan”), pursuant to which up to an aggregate of 6,666,667 shares of common stock are available for issuance. Awards under the plan may include options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units, performance share awards, or other equity-based awards, each as defined under the 2021 Plan. Options awarded under the 2021 Plan are to have an exercise price of not less than 100% of the fair market value of the common stock on the grant date and a term of not more than ten years from the option grant date. Effective August 1, 2022, the Company issued an aggregate of 266,667 shares of common stock to employees and consultants for services, including 155,556 shares that vest immediately, 55,556 shares that vested one year from the grant date, and 55,556 shares that will vest two years from the grant date. During the year ended December 31, 2022 the Company recorded an expense $1,104,928. For the year ended December 31, 2023 the Company recorded an expense of $70,907, respectively. For the three months ended March 31, 2024 the Company recorded and expense of $3,102. As of March 31, 2024 and December 31, 2023 the Company had a prepaid stock award of $6,104 and $9,206. Warrants On February 16, 2024, the Company entered into and closed securities purchase agreements with investors pursuant to which the Company issued and sold to the investors an aggregate of $100,000 in 15% Senior Secured Notes due February 15, 2025 (the “Notes”), and warrants to purchase an aggregate of 100,000 shares of common stock, for an aggregate purchase price of $100,000. The Notes are senior in terms of priority and liquidation to all other existing debt obligations of the Company. The warrants have a term of two years and an exercise price of $0.11. The following table summarizes the warrant activities during the three months ended March 31, 2024: Number of Weighted- Weighted- Outstanding at December 31, 2023 29,876 25.24 1.21 Granted 324,000 .11 8.47 Canceled or expired - - - Outstanding at March 31, 2024 353,876 $ 1.00 7.61 years Exercisable at March 31, 2024 242,376 $ 1.00 7.61 years Intrinsic value at March 31, 2024 $ - Options On December 14, 2021, the Company entered into an employment agreement with Hunter Garth, wherein the Company granted to Mr. Garth, pursuant to the Company’s 2021 Equity Incentive Plan, ten-year options to purchase 333,333 shares of common stock at an exercise price of $2.70 (representing a 120% premium over the closing price of the common stock on December 13, 2021). One-third of the options will vest on each yearly anniversary of the date of grant. The options were valued at $450,000 using a Black-Scholes pricing model. During the three months ending March 31, 2024 and 2023 the Company recorded $12,318 and $30,811 respectively of expenses associated with the vesting of these stock options. (See notes 10 and 11). On December 14, 2021, the Company entered into an employment agreement with Michael Feinsod, wherein the Company granted to Mr. Feinsod, pursuant to the Company’s 2021 Equity Incentive Plan, ten-year options to purchase 666,667 shares of common stock at an exercise price of $2.70 (representing a 120% premium over the closing price of the common stock on December 13, 2021). One-third of the options will vest on each yearly anniversary of the date of grant. The options were valued at $900,000 using a Black-Scholes pricing model During the three months ended March 31, 2023 and 2022 the Company recorded $24,635 and $61,261, respectively of expenses associated with the vesting of these stock options. (See notes 10 and 11). On August 17, 2023, the Company issued to several employees options to purchase a total of 222,500 shares of common stock at an exercise price of $0.20. The options vest over a period of 12 months and have a term of 5 years. The options were valued at $44,306 using a Black-Scholes pricing model. During the three months ended March 31, 2024 the Company recorded $10,087 of expenses associated with the vesting of these stock options On January 8, 2024, the Company issued to an employee options to purchase a total of 222,500 shares of common stock at an exercise price of $0.20. The options vest 50% on January 15, 2024 and 50% over a period of 12 months and have a term of 10 years. The options were valued at $8,030 using a Black-Scholes pricing model. During the three months ended March 31, 2024 the Company recorded $1,065 of expenses associated with the vesting of these stock options On March 1, 2024, the Company issued to several employees options to purchase a total of 99,000 shares of common stock at an exercise price of $0.22. The options vest over a period of 12 months and have a term of 5 years. The options were valued at $44,306 using a Black-Scholes pricing model. During the three months ended March 31, 2024 the Company recorded $1,594 of expenses associated with the vesting of these stock options The following table summarizes the option activities during the three months ended March 31 2024: Number of Weighted- Weighted- Outstanding at December 31, 2023 1,246,341 $ 2.67 7.94 years Granted 99,000 $ 0.22 4.88 years Canceled or expired - - Exercised - - Outstanding at March 31, 2024 1,345,341 $ 2.08 7.11 years Exercisable at March 31, 2024 690,508 $ 2.19 7.70 years Intrinsic value at March 31, 2024 $ - The future expense as of March 31, 2024 is $143,723. |