STOCKHOLDERS EQUITY | NOTE 7 - STOCKHOLDERS’ EQUITY Class A Convertible Preferred Shares As of December 31, 2023 and 2022, the Company had authorized 80,000,000 shares of Class A Convertible Preferred Stock (“Class A Stock”) with $0.0001 par value per share, of which 1,000,000 and 75,725,981 shares were issued and outstanding as of December 31, 2023 and 2022, respectively. Each share of Class A Stock is convertible at any time into one tenth (1/10) share of common stock. No dividends are payable unless declared by the Board of Directors. On April 17, 2023, all of the then outstanding Class A Stock was converted into common stock at a ratio of one share of Class A Stock into 20 shares of common stock. The reduction in the per-share ratio of 25 shares of common stock to 20 shares resulted in a deemed dividend credit, which is reflected in Net Income Available for Common Stockholders. Class B Convertible Preferred Stock As of December 31, 2023 and 2022, the Company had authorized 1,500 shares of Class B Preferred Stock, $0.0001 par value per share, of which 0 shares were issued and outstanding as of December 31, 2023, and 2022. Class C Convertible Preferred Stock As of December 31, 2023 and 2022, the Company had authorized 1,500 shares of Class C Preferred Stock, of which 0 and 19 shares were issued and outstanding as of December 31, 2023 and 2022, respectively. Class D Convertible Preferred Shares As of December 31, 2023 and 2022, the Company had authorized 2,000 shares of Class D Preferred Stock, of which 0 and 2,000 shares were issued and outstanding as of December 31, 2023 and 2022, respectively. The Company has the right to redeem the Class D Preferred Stock, in accordance with the terms stated by the Certificate of Designation. The Company shall pay a dividend of 3% per annum on the Class D Preferred Stock. Dividends shall be paid quarterly, and at the Company’s discretion, in cash or Class D Preferred Stock calculated at the purchase price. The Stated Value of the Class D Preferred Stock is $1,200 per share. On September 8, 2022, the Company amended the conversion rights so that each share of the Class D Preferred Stock is convertible, at any time and from time to time from and after the issuance at the option of the Holder thereof, into that number of shares of common stock (subject to Beneficial Ownership Limitations) determined by dividing the Stated Value of such share by (a) $42.20; and (b) where applicable, a fixed price equaling 100% of the lowest traded VWAP for the fifteen (15) trading days preceding a conversion. Class E Convertible Preferred Shares As of December 31, 2023 and 2022, the Company had authorized 5,000 and 2,500 shares, respectively, of Class E Preferred Stock, of which 0 and 1,920 shares were issued and outstanding as of December 31, 2023 and 2022, respectively. The Company shall pay a dividend of 8% per annum on the Class E Preferred Stock. Dividends shall be paid quarterly, and at the Company’s discretion, in cash or Class E Preferred Stock calculated at the purchase price. The Stated Value of the Class E Preferred Stock is $1,200 per share. The Class E Preferred Stock will vote together with the common stock on an as-converted basis subject to the Beneficial Ownership Limitations (as set forth in the Certificate of Designation).The conversion price (the “ Conversion Price Subsequent Financing Undesignated Preferred Shares As of December 31, 2023 and 2022, a total of 19,990,000 and 19,992,500 shares, respectively, of preferred stock remain undesignated and unissued. Common Stock As of December 31, 2023 and 2022, the Company’s authorized common stock was 192,307,693 and 5,000,000,000 shares, at $0.0001 par value per share, respectively, with 4,351,638 and 10,974 shares issued and outstanding as of December 31, 2023 and 2022, respectively. On July 20, 2023, the Company affected a 1 for 400 reverse stock split of the Company’s common stock. At the effective time of the reverse stock split, every 400 shares of issued and outstanding common stock were converted into one (1) share of issued and outstanding common stock. The number of authorized shares and the par value per share of the common stock and the number of authorized or issued and outstanding shares of the Company’s preferred stock remained unchanged. As a result of the reverse stock split, the Company further adjusted the share amounts under its employee incentive plan which had no outstanding options and common stock warrant agreements with third parties. On December 14, 2023, the Company affected a 1 for 26 reverse stock split of the Company’s common stock, and a proportionate related reduction in the number of the Company’s authorized shares of Common Stock from 5,000,000,000 to 192,307,693. At the effective time of the reverse stock split, every 26 shares of issued and outstanding common stock were converted into one (1) share of issued and outstanding common stock. The par value per share of the common stock and the number of authorized or issued and outstanding shares of the Company’s preferred stock remained unchanged. As a result of the reverse stock split, the Company further adjusted the share amounts under its employee incentive plan which had no outstanding options and common stock warrant agreements with third parties. Equity Financing and Registration Rights Agreements On January 26, 2023 (the “Effective Date”), the Company entered into an equity financing agreement (the “Equity Financing Agreement”) and a registration rights agreement (the “Registration Rights Agreement”) with GHS Investments LLC (“GHS”) pursuant to which GHS shall purchase from the Company, up to that number of shares of common stock of the Company (the “Shares”) having an aggregate Purchase Price of Ten Million Dollars ($10,000,000), subject to certain limitations and conditions set forth in the Equity Financing Agreement from time to time over the course of twenty four (24) months after an effective registration of the Shares with the SEC pursuant to the Registration Rights Agreement, is declared effective by the SEC (the “Contract Period”). The Equity Financing Agreement grants the Company the right, from time to time at its sole discretion (subject to certain conditions) during the Contract Period, to direct GHS to purchase shares of Common Stock on any business day (a “Put”), provided that at least ten trading days has passed since the most recent Put. The Purchase Price of the Put shall be 80% of the traded price of the Common Stock during the ten (10) consecutive Trading Days preceding the relevant Trading Day on which GHS receives a Put Notice. Following an up-list of the Company’s Common Stock to the NASDAQ or equivalent national exchange, the Purchase Price shall be 90% of the Market Price, subject to a floor price of $.02 per share, below which the Company shall not deliver a Put. The maximum dollar amount of each Put will not exceed five hundred thousand dollars ($500,000) and the minimum dollar amount of each Put is ten thousand dollars ($10,000). In the event the Company becomes listed on an exchange which limits the number of shares of Common Stock that may be issued without shareholder approval, then the number of Shares issuable by the Company and purchasable by GHS, shall not exceed that number of the shares of Common Stock that may be issuable without shareholder approval. Puts are further limited to GHS owning no more than 4.99% of the outstanding stock of the Company at any given time. The Company will pay a fee of 2% of the gross proceeds the Company receives from sales of common stock under the Purchase Agreement, to Icon Capital Group, LLC (“Icon”) pursuant to a placement agent agreement between the Company and Icon (the “Placement Agent Agreement”). The Equity Financing Agreement, Placement Agent Agreement and the Registration Rights Agreement contain customary representations, obligations, rights, warranties, agreements, and conditions of the parties. The Equity Financing Agreement terminates upon any of the following events: when GHS has purchased an aggregate of Ten Million Dollars ($10,000,000) in the Common Stock of the Company pursuant to the Equity Financing Agreement; or on the date that is twenty-four (24) calendar months from the date the Equity Financing Agreement was executed. Actual sales of shares of Common Stock to GHS under the Equity Financing Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the Common Stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations. The Registration Rights Agreement provides that the Company shall (i) use its best efforts to file with the SEC the Registration Statement within 30 days of the date of the Registration Rights Agreement; and (ii) have the Registration Statement declared effective by the SEC within 30 days after the date the Registration Statement is filed with the SEC, but in no event more than 90 days after the Registration Statement is filed. Shares issued during the year ended December 31, 2023 On January 4, 2023, the Company issued 481 shares of common stock to a board member of the Company in exchange for conversion of 200,000 shares of Class A Preferred Stock. On January 24, 2023, the Company issued 113 shares of common stock to GHS in exchange for 52 shares of Class C Preferred Stock. On February 3, 2023, the Company issued 145 shares of common stock as payment of principal on the seller note payable. On February 6, 2023, the Company issued 61 shares of common stock related to an exclusivity agreement. On February 9, 2023, the Company issued 567 shares of common stock to the family member of a former officer in exchange for conversion of 236,000 shares of Class A Preferred Stock. On February 22, 2023, the Company issued 220 shares of common stock to GHS in exchange for 100 shares of Class D Preferred Stock. On March 22, 2023, the Company issued 141 shares of common stock pursuant to the Equity Financing Agreement. On April 10, 2023, the Company issued 211 shares of common stock pursuant to the Equity Financing Agreement. On April 17, 2023, the Company issued 52,151 shares of common stock to a former officer and related family members in exchange for conversion of 27,118,665 shares of Class A Preferred Stock. On April 17, 2023, the Company issued 37,237 shares and 23,413 shares of common stock to the Chief Executive Officer and Chief Financial Officer, respectively, in exchange for conversion of 19,363,285 shares and 12,175,000 shares of Class A Preferred Stock, respectively. On April 17, 2023, the Company issued 20,329 shares of common stock to a member of the board of directors in exchange for 10,571,000 shares of Class A Preferred Stock. On April 17, 2023, the Company issued 20,262 shares of common stock in exchange for 10,536,049 shares of Class A Preferred Stock. On April 24, 2023, the Company issued 270 shares of common stock pursuant to the Equity Financing Agreement. On April 28, 2023, the Company issued 128 shares of Class E Preferred Stock for cash. On June 1, 2023, the Company issued 238 shares of common stock in exchange for 50 shares of Class D Preferred Stock. On June 29, 2023, the Company issued 586 shares of common stock in exchange for 100 shares of Class D Preferred Stock. On July 20, 2023, the Company issued 569 shares of common stock to directly owned shareholders for rounding up of shares related to reverse share split. On July 21, 2023, the Company issued 1,644 shares of common stock for services and acquisition expenses. On August 7, 2023, the Company issued 108,823 shares of common stock to shareholders in street name for rounding up of shares related to the reverse share split. On September 5, 2023, the Company issued 4,208 shares of common stock in exchange for 100 shares of Series D Preferred Stock. On October 10, 2023, the Company issued 2,371 shares of common stock in exchange for 49% of Box Pure Air. On October 19, 2023, the Company issued 5,569 shares of common stock in exchange for 50 shares of Class D Preferred Stock. On various dates in October 2023, the Company issued 7,551 shares of common stock in exchange for conversion of debt. On October 19, 2023, the Company issued 8,805 shares of common stock pursuant to the Equity Financing Agreement. On November 9, 2023, the Company issued 3,466 shares of common stock pursuant to the Equity Financing Agreement. On November 21, 2023, the Company issued 18,319 shares of common stock in exchange for conversion of debt. On November 29, 2023, the Company issued 8,479 shares of common stock pursuant to the Equity Financing Agreement. On December 19, 2023, the Company issued 800,000 shares of common stock for cash pursuant to a registered direct offering. On various dates in December 2023, the Company issued 1,411,365 shares of common stock for services. On various dates in December 2023, the Company issued 802,124 shares of common stock in exchange for conversion of debt. On various dates in December 2023, the Company issued 987,315 shares of common stock resulting from the exercise of pre-funded warrants. Warrants On December 14, 2023, SinglePoint Inc. entered into an underwriting agreement with Alexander Capital, LP, as representative of the underwriters party thereto (together, with the Representative, the “ Underwriters Offering Firm Shares Underwriter Warrants The Company entered into conversion agreements with the holders of the Company’s outstanding shares of Class D preferred stock and Class E preferred stock under which such holders agreed to convert all their shares into Common Stock as of December 15, 2023. As a result of the conversions, in connection with the Offering, the Company issued approximately 1,533,388 shares of its Common Stock, with a portion of such shares issuable upon the exercise of pre-funded warrants that were issued to the holder in lieu of shares of Common Stock. The pre-funded warrants require the payment of an additional $0.01 per warrant and the written notice of exercise to the Company to convert the pre-funded warrant into one share of the common stock of the Company. At December 31, 2023, there were 2,971,410 pre-funded warrants issued and outstanding. At December 31, 2023, there were 4,394,119 warrants issued and outstanding related to the Purchase Note (see Note 5 – Notes Payable) with an exercise price of $520 per share. At December 31, 2023, there were 397 warrants issued and outstanding related to GHS with an exercise price of $1,144 per share. |