EQUITY | NOTE 9 - EQUITY Common Stock As of March 31, 2022 and June 30, 2021, the Company had 5,000,000,000 shares of common stock authorized with a par value of $0.00001. There were 363,778,386 and 292,815,960 shares issued and outstanding as of March 31, 2022 and June 30, 2021, respectively. During the three months ended September 30, 2021, the Company issued 400,000 shares of common stock related to a subscription agreement from the previous fiscal year, which were previously recorded in common stock to be issued at $48,000. During the three months ended September 30, 2021, the Company sold 2,500,000 shares of common stock for aggregate proceeds of $250,000, or $0.10 per share.\ During the three months ended September 30, 2021, the Company sold 5,000,000 shares of common stock for aggregate proceeds of $250,000, or $0.05 per share. In connection with one of the subscription agreements, the Company issued 250,000 shares as an equity kicker valued at $43,750, which has been expensed as a financing costs. During the three months ended September 30, 2021, the Company issued 4,185,000 shares of common stock as a result of warrant exercises in the aggregate proceeds of $125,550. During the three months ended September 30, 2021, the Company issued 4,000,000 shares of common stock in exchange for the conversion of 4,000 shares of Series A Preferred Stock. During the three months ended September 30, 2021, the Company issued 10,598,544 shares of common stock for the conversion of $167,550 in principal and $4,985 in accrued interest. This resulted in a loss on extinguishment of debt in the amount of $535. During the three months ended September 30, 2021, the Company issued 2,825,000 shares of common stock for services, valued at $449,200. During the three months ended December 31, 2021, the Company sold 8,200,000 shares of common stock for aggregate proceeds of $410,000, or $0.05 per share. During the three months ended December 31, 2021, the Company issued 23,266,667 shares of common stock for aggregate proceeds of $1,162,500, or $0.05 per share for the sale of common shares that has not been issued in the quarter ended September 30, 2021. During the three months ended December 31, 2021, the Company issued 4,305,000 shares of common stock for the $3,000 exercise of warrants in the quarter ended September 30, 2021. During the three months ended December 31, 2021, the Company issued 3,138,000 shares of common stock in exchange for the conversion of 3,318 shares of Series A Preferred Stock. During the three months ended December 31, 2021, the Company issued 900,000 shares of common stock for services, valued at $116,105. During the three months ended March 31, 2022, the Company issued 500,000 shares of common stock for services, valued at $79,750. During the three months ended March 31, 2022, the Company issued 4,229,680 shares of common stock for the conversion of $250,000 principal balance of convertible notes payable and $3,749 accrued interest that has not been issued in the quarter ended December 31, 2021. During the three months ended March 31, 2022, the Company issued 845,936 shares of common stock in exchange for the inducement to the convertible notes holders to convert at fair value of $134,927. Common Stock to be Issued During the three months ended September 30, 2021, the Company sold 200,000 shares of common stock for aggregate proceeds of $6,000, or $0.03 per share. As of March 31, 2022, these shares are categorized in common stock to be issued. During the three months ended September 30, 2021, the Company agreed to pay a consultant 250,000 shares in exchange to $45,500 in services. As of March 31, 2022, these shares are categorized in common stock to be issued. During the three months ended September 30, 2021, the Company agreed to issue advisory board members 250,000 shares in exchange for $46,400 in services. 200,000 shares vest on a quarterly basis over one year and 50,000 shares vest completely after a year. As of March 31, 2022, these shares are categorized in common stock to be issued. Series A Preferred Stock There are 100,000,000 shares authorized as preferred stock, of which 3,500,000 are designated as Series A Preferred Stock having a par value of $0.00001 per share. The Series A preferred stock has the following rights: · Voting · Dividends · Conversion · The shares of Series A Preferred Stock are redeemable at the option of the Corporation at any time after September 30, 2022 upon not less than 30 days written notice to the holders. It is not mandatorily redeemable. As of As of March 31, 2022 and June 30, 2021, the Company has 780,132 and 788,270 shares of Series A Preferred Stock issued and outstanding, respectively. On February 15, 2021, in accordance with Florida Law and conversations with counsel, the Board of Directors of the Company rescinded 990,000 Series A Preferred Shares, which represented all preferred shares issued to one of the shareholders in the Share Exchange between American Aviation Technologies, LLC and Xeriant, Inc. entered into on April 19, 2019, due to breach of contract. During March of 2021, the remaining former members of American Aviation Technologies, LLC agreed to allow the Company to rescind an aggregate of 1,250,001 of their 1,760,000 Series A Preferred Shares issued pursuant to the Share Exchange between American Aviation Technologies, LLC and Xeriant, Inc., as a result of said breach. As a result of the cancellation, the Company reduced the investment in AAT by the value of these preferred shares. During the nine months ended March 31, 2022, the Company issued 4,138,000 shares of common stock in exchange for the conversion of 4,138 shares of Series A Preferred Stock. Series B Preferred Stock On March 25, 2021, the Certificate of Designation for the Series B Preferred was recorded by the State of Nevada. There are 100,000,000 shares authorized as preferred stock, of which 1,000,000 are designated as Series B Preferred Stock having a par value of $0.00001 per share. The Series B preferred stock is not convertible, does not have any voting rights and no liquidation preference. Stock Options In connection with certain advisory board compensation agreements, the Company issued an aggregate 19,000,000 options at an exercise price of $0.12 per share in July and August 2021. These options vest quarterly over twenty-four months and have a term of three years. The grant date fair value was $3,543,787. The Company recorded compensation expense in the amount of $2,462,108 for these options for the nine months ended March 31, 2022. As of March 31, 2022, there was $1,125,008 of total unrecognized compensation cost related to non vested portion of options granted. As of March 31, 2022, there are 19,000,000 options outstanding, of which 4,750,000 are exercisable. The weighted average remaining term is 2.31 years. Options A summary of the Company’s stock options activity is as follows: Number of Options Weighted- Average Exercise Price Weighted- Average Contractual Term (in years) Aggregate Intrinsic Value Outstanding at June 30, 2021 - $ - Granted 19,000,000 0.12 Exercised - - Canceled - - Outstanding at March 31, 2022 19,000,000 $ 0.12 2.3 $ - Vested and expected to vest at March 31, 2022 4,750,000 $ 0.12 2.3 $ - Exercisable at March 31, 2022 4,750,000 $ 0.12 2.3 $ - Significant inputs and results arising from the Black-Scholes process are as follows for the options: Quoted market price on valuation date $0.169 - $0.23 Exercise prices $0.12 Range of expected term 1.55 Years – 2.49 Years Range of market volatility: Range of equivalent volatility 215.12% - 275.73 % Range of interest rates 0.20% - 0.47 % Warrants As of March 31, 2022 and June 30, 2021, the Company had 55,512,161 and 8,848,333 warrants outstanding, respectively. The warrants were issued in connection with the Convertible Notes (See Note 6). The warrants have a term of two to five years and an exercise price range from $0.1187 to $0.025. The Company evaluated the warrants under ASC 815 Derivatives and Hedging (“ASC 815”) and determined that they did not require liability classification. The warrants were recorded in additional paid-in capital under their aggregate relative fair value of $2,933,305. During the nine months ended March 31, 2022, holders of warrants exercised warrants for 4,308,600 shares of common stock for aggregate proceeds of $128,550. As of March 31, 2022, the weighted average remaining useful life of the warrants was 0.83. A summary of the Company’s stock warrants activity is as follows: Number of Options (in thousands) Weighted- Average Exercise Price Weighted- Average Contractual Term (in years) Aggregate Intrinsic Value Outstanding at June 30, 2021 8,848,333 $ 0.03 0.94 - Granted 50,968,828 0.1187 4.6 - Exercised (4,305,000 ) - Canceled - - Outstanding at March 31, 2022 55,512,161 $ 0.111 4.3 $ - Vested and expected to vest at March 31, 2022 55,512,161 $ 0.111 4.3 $ - Exercisable at March 31, 2022 55,512,161 $ 0.111 4.3 $ - |