Equity | Note 12 – Equity Common Stock The following is a summary of common stock issuances for the six months ended December 31, 2023: ● During the six months ended December 31, 2023, on August 15, 2023, the Company entered into a securities purchase agreement with the Holder (the “RD SPA”). The RD SPA related to an offering of (a) 2,500 0.001 77.40 10,420 77.40 0.001 77.40 77.00 The RD SPA included the Holder waiving its rights to require the Company to cause a Subsequent Placement Optional Redemption (as defined in each of the Series C Convertible Preferred Stock Certificate of Designations (the “Series C Certificate of Designations”) and Series D Convertible Preferred Stock Certificate of Designations (the “Series D Certificate of Designations) (together the “Preferred Stock Certificates of Designations”) using the gross proceeds from the sale of the shares of common stock and warrants (including from the exercise thereof) and its rights to participate in an Eligible Subsequent Placement (as defined in each of the Preferred Stock Certificates of Designations) pursuant to Section 7(b) of the Preferred Stock Certificates of Designations, but only with respect to the offering and sale of the Securities contemplated by the RD SPA. As a result, the Company did not make any payments from the gross proceeds to the Holder. The gross proceeds from the issuance and sale of the shares of common stock were $ 193,500 806,500 ● From July 1, 2023, through December 31, 2023, the Holder exchanged $ 16,309,814 157,931 526,503 90 4,805,990 223,050 Under the Settlement Agreements, dated August 15, 2023 (the “August 2023 Settlement Agreement”), as described below and October 6, 2023 (the “October 2023 Settlement Agreement”), between the Company and the Holder, in the event that the conversion price then in effect, as may be adjusted under the Settlement Agreements, is greater than 90 1,775 14,601 3,524,665 ● During the six months ended December 31, 2023, per the August 2023 Settlement Agreement entered into with the Holder for the Company to issue common stock in partial settlement of the Registration Rights Fees payable (“RRA Fees”) under the Registration Rights Agreement (the “Series D RRA”), in connection with a delay in the filing of a registration statement for the purpose of registering the resale of the common stock issuable under the Holder’s Series D Convertible Preferred Stock and common warrants, despite the Company’s best efforts to avoid such delay, the Company agreed to initially issue 25 40.00 Further, on October 6, 2023, the Company entered into the separate October 2023 Settlement Agreement with the Holder for the Company to issue common stock in partial settlement of the RRA Fees by the Company under the Series D RRA, and replacing the August 2023 Settlement Agreement. As of December 31, 2023, the Company was obligated to pay to the Holder a Registration Delay Payment of approximately $ 119,500 The Company agreed to issue an additional 25 20.00 1,000 90 90 The October 2023 Settlement Agreement further provides that, notwithstanding anything in the applicable Preferred Stock Certificates of Designations to the contrary, with respect to any given conversion of any Series C Convertible Preferred Stock or Series D Convertible Preferred Stock, to the extent such Conversion Price, as so adjusted, is greater than 90 During the six months ended December 31, 2023, in addition to the issuances on August 17, 2023, and on October 6, 2023, as part of the Further Settlements, the Company issued 200 20.00 65 15.41 91 10.92 103 9.72 143 7.00 90 Due to the down round price protection provision on the Series C Convertible Preferred Stock and Series D Convertible Preferred Stock, the Company recorded a deemed dividend within stockholders’ equity associated with the reduction in conversion price in effect prior to the Further Settlements for both the Series C Convertible Preferred Stock and Series D Convertible Preferred Stock to the conversion price as defined above, of $ 20,362,772 10,979,863 20,362,772 77.40 38.60 24.00 17.04 11.92 10.88 7.44 As discussed below, the Company obtained a partial waiver of the Holder’s Redemption Amounts, for the six months ended December 31, 2023, the Company sold an aggregate of 515,394 5,452,460 5,248,886 50 50 203,574 As of December 31, 2023, there were $ 2,295,822 322,120 321,048 1,072 312 3,988 4,300 4,189,754 Subsequent to December 31, 2023, the remaining $ 2,295,822 2,237,643 58,179 2,129 During the six months ended December 31, 2023, in connection with the rounding up from the Reverse Stock Split December 2023, the Company issued 81,051 The following is a summary of Common Stock issuances for the six months ended December 31, 2022: ● During the six months ended December 31, 2022, as part of the September 2022 Offering, the Company sold 750 10,000 10,000 7,536,000 1,568,130 6,854,418 681,582 5,286,288 2,778,427 2,265,928 50 2,000,000 7 512,500 ● During the six months ended December 31, 2022, as part of the December Registered Direct Offering, the Company sold: (a) 177 447 3,748 40.00 2,316,686 2,316,686 170,001 2,146,685 1,073,343 1,073,343 165 6,566 282 11,284 Equity Distribution Agreement On September 15, 2023, the Company entered into an Equity Distribution Agreement with Maxim Group LLC (“Maxim Group”) under which the Company sold, from time to time at its sole discretion, shares of the Company’s common stock, par value $ 0.001 7,186,257 Under the Equity Distribution Agreement, the Company set the parameters for the sale of shares, including the number of shares to be issued, the time period during which sales are requested to be made, limitations on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Equity Distribution Agreement, Maxim Group sold the shares by methods deemed to be an ATM equity offering as defined in Rule 415 promulgated under the Securities Act, including by means of ordinary brokers’ transactions at market prices, in block transactions or as otherwise agreed by Maxim and us. The Equity Distribution Agreement provided that Maxim Group was entitled to compensation for its services equal to 3.0 The shares were issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-252370) and its registration on Form S-3 MEF (File No. 333-274542). The Company filed a prospectus supplement, dated September 15, 2023, with the SEC in connection with the offer and sale of the shares pursuant to the Equity Distribution Agreement (the “Prospectus Supplement”). The Equity Distribution Agreement contained customary representations, warranties and agreements of the Company and customary conditions to completing future sale transactions, indemnification rights and obligations of the parties and termination provisions. As part of the filing of the Equity Distribution Agreement, the Company entered into a waiver agreement (“EDA Waiver”) on September 15, 2023, with the Holder of the Series C Convertible Preferred Stock and the Series D Convertible Preferred Stock, as a condition to filing the registration statement on Form S-3 MEF on September 15, 2023 and the prospectus supplement on September 15, 2023 for the “at the market” offering. The EDA Waiver allowed the Company to proceed with the initial filing of such registration statement and prospectus supplement with the SEC and not with respect to (x) any subsequent amendment or supplement thereto, (y) the issuance and sale of any of the Company’s securities contemplated by thereby or (z) any future Subsequent Placement (as defined in the Securities Purchase Agreement, dated April 30, 2023, among the Company and the buyers named therein). The Company is unable to further use the ATM facility due to its voluntary delisting and suspension from Nasdaq and subsequent trading on the “Pink Market” of the OTC. The Company also entered into a waiver agreement (“October 2023 Waiver”) on October 6, 2023, with the Holder, as a condition to access any net proceeds from the future sale of shares of common stock under the Company’s previously announced ATM equity offering program pursuant to a prospectus supplement that was filed with the SEC on September 15, 2023. The Holder agreed to partially waive its rights to ATM proceeds under the terms of a Subsequent Placement Optional Redemption, as defined in each of the Preferred Stock Certificates of Designations, but only with respect to sales under the ATM equity offering program (“ATM Sales”) and not with respect to any other future Subsequent Placement (as defined in each of the Preferred Stock Certificates of Designations) and, further, only to the extent of a waiver that provide that 50 50 Common Stock Warrants and Preferred Stock Warrants On August 15, 2023, as described above, the Company closed the August RD SPA agreement with the Holder. The August RD SPA relates to the offering of (i) 2,500 0.001 77.40 (ii) pre-funded warrants to purchase 10,420 77.40 0.40 77.40 77.00 On May 22, 2023, as described below, the Company closed the issuance of the Series D Convertible Preferred Stock, that included the issuance of (i) 4,300 1,000 (ii) Common Warrants to purchase 3,583 784.00 (iii) preferred warrants to purchase 4,300 1,000 for total gross proceeds to the Company of $ 4,300,000 341,000 3,959,000 A summary of the common stock warrant activity follows: Schedule of Warrant Activity Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life (Years) Intrinsic Value Outstanding, June 30, 2022 565 567,600 4.07 — Issued 4,869 400 Exercised (446 ) 400 Forfeited or cancelled (50 ) 700,000 Outstanding June 30, 2023 4,938 218,476 4.63 — Issued 10,420 77.40 Exercised (10,420 ) 77.40 Forfeited or cancelled - - Outstanding December 31, 2023 4,938 218,476 4.12 — Common Stock Options On September 10, 2020, the Board adopted the 2020 Equity and Incentive Plan (the “2020 Plan”) that provides for the issuance of incentive and non-qualified stock options, restricted stock, restricted stock units and stock appreciation rights to officers, employees, directors, consultants, and other key persons. Under the 2020 Plan, the maximum number of shares of Common Stock authorized for issuance was 38 Each year on January 1, for a period of up to nine years, the maximum number of shares authorized for issuance under the 2020 Plan is automatically increased by 6 shares. 55 43 2,944 A summary of the Company’s stock option activity is as follows: Schedule of Stock Option Activity Number of Options Weighted Average Exercise Price Outstanding, June 30, 2022 28 $ 49,440 Granted 63 2,944 Exercised - - Cancelled (14 ) 246,617 Outstanding, June 30, 2023 77 $ 49,552 Granted - - Exercised - - Cancelled (2 ) 270,059 Outstanding, September 30, 2023 75 $ 44,429 Granted - - Exercised - - Cancelled - - Outstanding, December 31, 2023 75 $ 44,429 As of December 31, 2023, the weighted average remaining life of the options outstanding was 7.98 75 44,429 Preferred Stock The Company is authorized to issue 10,000,000 Series C Convertible Preferred Stock and Series D Convertible Preferred Stock During the three and six months ended December 31, 2023, the Company recorded dividends in total of $ 212,741 and $ 555,589 , and Alternate Conversion Floor Amounts (as defined in the Preferred Stock Certificates of Designations) of $ 1,046,341 and $ 4,805,990 for the Series C Convertible Preferred Stock and the Series D Convertible Preferred Stock, respectively. The Series C Convertible Preferred Stock, had a total value of $ 3,524,665 and $ 14,805,438 , with cumulative dividends accrued, including the Alternative Conversion Floor Amounts (as defined in the Preferred Stock Certificates of Designations), in total of $ 1,749,665 and $ 204,414 , and per share of $ 986 and $ 14 , as of December 31, 2023 and June 30, 2023, respectively. The Series D Convertible Preferred Stock, had a total value of $ 4,189,753 and $ 4,337,267 , with cumulative dividends accrued, (as defined in the Preferred Stock Certificates of Designations), in total of $ 201,753 and $ 37,267 , and per share of $ 51 and $ 9 , as of December 31, 2023 and June 30, 2023, respectively. The incremental value of the Alternate Conversion Floor Amounts make whole provisions of $ 1,046,341 4,805,990 The August 2023 Settlement Agreement provided that, notwithstanding anything in the applicable Certificate of Designations for the Series C Convertible Preferred Stock or Certificate of Designations for the Series D Convertible Preferred Stock to the contrary, with respect to any given conversion of any Series C Convertible Preferred Stock or Series D Convertible Preferred Stock, to the extent such conversion price, as so adjusted, is greater than 90 As part of the August 2023 Settlement Agreement and the October 2023 Settlement Agreement and subsequent Further Settlements, the Company triggered the anti-dilution down round price protection provisions of the Series C Convertible Preferred Stock and Series D Convertible Preferred Stock that allows for the conversion at the conversion price described above. Due to the down round price protection provision on the Series C Convertible Preferred Stock and Series D Convertible Preferred Stock, the Company recorded a deemed dividend within stockholders’ equity associated with the reduction in conversion price in effect prior to each settlement to the price of the settlement, as applicable, of $ 10,979,863 20,362,772 based on the incremental value to the Holder due to the conversion price reduction, for the three and six months ended December 31, 2023. This incremental value is presented on the unaudited condensed consolidated statement of operations as an addition to the net loss available to common stockholders in the three months ended December 31, 2023. The incremental value was determined by computing the additional shares the Series C Convertible Preferred Stock and Series D Convertible Preferred Stock that would be received based on the conversion price reduction multiplied by the estimated fair value of common stock of $ 77.40 38.60 24.00 17.04 11.92 10.88 7.44 Registration Right Agreement As discussed above, pursuant to a Series D RRA between the Holder and the Company, the Company granted certain registration rights to the Investor. The Series D SPA requires the Company to file a registration statement covering the resale of the shares of Common Stock underlying the shares of Series D Convertible Preferred Stock to be issued in the offering and the shares of common stock issued upon exercise of the Common Warrants. The Series D SPA also covers the conversion of any shares of Series D Convertible Preferred Stock issued upon exercise of the Series D Preferred Warrants. The Company was required to file the registration statement within 60 days from the closing of the transactions contemplated by the Series D SPA and cause the registration statement to be declared effective within 120 days after the closing of the transactions contemplated by the Securities Purchase Agreement. The Series D SPA contains mutual customary indemnification provisions among the parties and requires the Company to make certain cash payments in connection with the delay in the filing of a registration statement for the purpose of registering the resale of the common stock issuable under the Holder’s Series D Convertible Preferred Stock and common warrants, despite the Company’s best efforts. Stock-Based Compensation During the three and six months ended December 31, 2023, the Company recorded stock-based compensation expense of $ 21,078 42,156 0 921,991 As of December 31, 2023, there was no No |