STOCKHOLDERS’ EQUITY | NOTE 5 – STOCKHOLDERS’ EQUITY Authorized Stock and Amendments On July 18, 2022, the board of directors of the Company (the “Board of Directors” or “Board”) adopted resolutions to effect a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio of 1-for-750 without affecting the number of shares of authorized common stock (the “Originally Intended Reverse Stock Split”). The holder of the majority voting power of our voting stock (the “Majority Stockholder”) approved the Originally Intended Reverse Stock Split by written consent on July 18, 2022, in lieu of a meeting of stockholders as permitted under the Nevada Revised Statute (“NRS”) Section 78.320(2) and the company’s bylaws, as then amended (the “Bylaws”). For additional information on the Originally Intended Reverse Stock Split, refer to the Definitive Information Statement filed by the Company with the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) on July 29, 2022 (the “2022 Information Statement”) and the Form 8-K filed by the Company with the Commission on December 22, 2022, both available on EDGAR at www.sec.gov. On December 20, 2022, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada (“SOS”) that was intended to effect the Originally Intended Reverse Stock Split (the “Original Articles Amendment”). In April 2023, the Board of Directors determined (i) that the Original Articles Amendment inaccurately stated that the Originally Intended Reverse Stock Split was obtained by a stockholder vote under NRS 78.390, while approval of the stockholders was required under NRS 78.2055, with the holders of common stock voting as a separate class; and (ii) that the Original Articles Amendment was a nullity in that, under Nevada law, filing an amendment to articles of incorporation is not necessary to effectuate a reverse stock split. As a result, the Board of Directors determined that it would be in the best interest of the Company to take corrective action to remedy the inaccuracy and to file the documents that would have been necessary to effectuate a 1-for-750 Pursuant to the action of the Company’s board of directors by unanimous written consent on April 21, 2023, the board of directors authorized and approved (i) the Certificate of Correction to correct the Original Articles Amendment (the “Certificate of Correction”), and (ii) the Certificate of Change Pursuant to NRS 78.209 (the “Certificate of Change”) including the Certificate of Validation of the Certificate of Change (the “Change Validation Certificate”) in order to decrease the number of shares of the Company’s issued and outstanding shares of common stock and correspondingly decrease the number of authorized shares of common stock, each at a ratio of 1-for-750 To carry out the original intent of the Originally Intended Reverse Stock Split and in light of the correction, ratification and validation of the Rectified Reverse Stock Split as described above, the Company’s Board of Directors and the Majority Stockholder approved on April 21, 2023 the Authorized Capital Increase Amendment to increase the authorized number of shares of common stock from 5,333,334 4,000,000,000 Further, the Board of Directors determined that it was advisable and in the best interests of the Company to amend and restate the Company’s articles of incorporation (as amended to date, the “Current Articles”) to decrease the number of shares of authorized common stock to two hundred million ( 200,000,000 The foregoing corporate actions were disclosed in the Definitive Information Statement on Schedule 14C (the “Information Statement”) filed by the Company with the Commission on May 2, 2023. As also contemplated in the Information Statement, on May 25, 2023, the Company also filed with the SOS a Certificate of Withdrawal of Designation of the Series B Convertible Preferred Stock and the Certificate of Withdrawal of Designation of the Series C Convertible Preferred (collectively, the “Certificates of Withdrawal”). The filings of the Certificates of Withdrawals were effective as of May 25, 2023. As of December 31, 2022, the Company had 4,000,000,000 0.001 the Company’s Majority Stockholder, entitled to 51% of the voting power of the Company’s issued and outstanding voting stock 200,000,000 200,000,000 0.001 Reverse Stock Split In connection with the Originally Intended Reverse Stock Split, as corrected by the Rectified Reverse Stock Split, the Company effectuated as of December 20, 2022 a reverse stock split of our issued and outstanding shares of common stock at a ratio of 1-for-750 (the “Reverse Stock Split”). Following the Reverse Stock Split, each 750 shares of our issued and outstanding shares of common stock were automatically converted into one issued and outstanding share of common stock, without any change in par value per share. No fractional shares were issued as a result of the Reverse Stock Split and no cash or other consideration was paid. Instead, we issued one whole share of the post-split common stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split. As rectified, the Reverse Stock Split did not affect the number of shares of authorized stock. All share, equity award, and per share amounts contained in these Condensed Interim Consolidated Financial Statements have been adjusted to reflect the Reverse Stock Split for all prior periods presented. Series A Preferred Stock On December 18, 2012, the Company filed with the Nevada Secretary of State a Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (“Series A Stock”) to designate one share of a new series of preferred stock. The Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock provides that for so long as Series A Stock is issued and outstanding, the holders of Series A Stock shall vote together as a single class with the holders of the Company’s common stock, with the holders of Series A Stock being entitled to 51% of the total votes on all such matters regardless of the actual number of shares of Series A Stock then outstanding, and the holders of common stock are entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power Series D Preferred Stock On September 16, 2021, the Company filed with the Nevada Secretary of State a Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock (“Series D Stock”) to designate 1,000,000 10,000 Giving effect to the Reverse Stock Split discussed above, each share of Series D Stock is effectively convertible into 13 and 1/3 shares of common stock Holders of the Series D Stock are not entitled to any liquidation preference over the holders of common stock and are entitled to any dividends or distributions declared by the Company on a pro rata basis. Six Months Ended June, 2023, Transactions On January 9, 2023, the Company, entered into an underwriting agreement (the “Underwriting Agreement”) with EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters named therein (the “Representative”), pursuant to which the Company agreed to sell an aggregate of 675,000 shares of the Company’s common stock, to the Representative, at a public offering price of $ 6.00 per share (the “Offering Price”) in a firm commitment public offering (the “Offering”). The Company also granted the Representative a 45-day option to purchase up to 101,250 additional shares of the Company’s common stock upon the same terms and conditions for the purpose of covering any over-allotments in connection with the Offering (the “Over-Allotment Option”). On January 11, 2023, the Representative delivered its notice to exercise the Over-Allotment Option in full. The shares of common stock were offered by the Company pursuant to a registration statement on Form S-1, as amended (File No. 333-262399) filed with the Commission and declared effective on January 9, 2023 (the “Registration Statement”). The consummation of the Offering took place on January 12, 2023 (the “Closing”). In connection with the Closing, the Company issued to the Representative, and/or its permitted designees, as a portion of the underwriting compensation payable to the Representative, warrants to purchase an aggregate of 33,750 5 7.50 125 4,657,500 The “ Intangible Assets On January 30, 2023, the company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with two investors (the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors in a Regulation S private placement (the “Private Placement”) an aggregate of 640,000 restricted shares of the Company’s common stock (the “Shares”). The purchase price for the Shares was $ 6.25 per share, for total gross proceeds of $ 4,000,000 . The Private Placement transaction closed on February 1, 2023. Additionally, during the six months ended June 30, 2023, the Company sold an aggregate of 192,817 1,675,797 On May 26, 2023, our CEO and Chairman, Mr. Marc Fogassa, elected to convert 214,006 2,853,413 new shares of common stock. Lastly, during the six months ended June 30, 2023, the Company issued 5,206 Six Months Ended June 30, 2022 Transactions During the six months ended June 30, 2022, the Company issued 3 17,291 1,385,960 2023 Stock Incentive Plan On May 25, 2023, the Board approved the 2023 Stock Incentive Plan (the “Plan”) which enables the grant of stock options, stock appreciation rights, restricted stock, performance shares, stock unit awards, other stock-based awards, and performance-based cash awards, each of which may be granted separately or in tandem with other awards. The number of shares of Company’s common stock issuable pursuant to Plan will be equal to 2,000,000 For a description of the , please refer to the Company’s Revised Definitive Information Statement on Schedule 14C filed Common Stock Options During the six months ended June 30, 2023 and 2022, the Company granted options to purchase common stock to officers and non-management directors. The options were valued using the Black-Scholes option pricing model with the following ranges of assumptions: SCHEDULE OF OPTIONS FAIR VALUE ASSUMPTIONS June 30 2023 June 30 2022 Expected volatility 200.84 280.94 79.00 210.00 Risk-free interest rate 3.42 3.99 0.9 2.85 Stock price on date of grant $ 7.0000 38.8900 $ 7.50 37.50 Dividend yield 0.00 % 0.00 % Expected term 10 10 Changes in common stock options for the six months ended June 30, 2023 and 2022 were as follows: SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS Number of Options Outstanding and Vested Weighted Average Exercise Price Remaining Contractual Life (Years) Aggregated Intrinsic Value Outstanding and vested, January 1, 2023 178,672 $ 0.012 1.55 $ 1,228,972 Exercised (16,000 ) 0.75 Outstanding and vested, June 30, 2023 162,672 $ 0.0601 0.82 $ 3,474,652 During the six months ended June 30, 2023, option holders exercised a total 16,000 0.75 542 15,458 Number of Options Outstanding and Vested Weighted Average Exercise Price(1) Remaining Contractual Life (Years) Aggregated Intrinsic Value Outstanding and vested, January 1, 2022 6,546 $ 8.250 2.74 $ 19,675 Expired (2,571 ) 19.754 Outstanding and vested, June 30, 2022 3,975 $ 0.8092 2.05 $ 27,428 Changes in Series D preferred stock options for the six months ended June 30, 2023 and 2022 were as follows: Number of Options Outstanding and Vested Weighted Average Exercise Price(1) Remaining Contractual Life (Years) Aggregated Intrinsic Value Outstanding, January 1, 2023 72,000 $ 75.00 8.94 $ 6,712,912 Issued 18,000 75.00 Outstanding and vested, June 30, 2023 90,000 $ 75.00 8.69 $ 25,695,428 Number of Options Outstanding and Vested Weighted Average Exercise Price(1) Remaining Contractual Life (Years) Aggregated Intrinsic Value Outstanding, January 1, 2022 36,000 $ 75.00 9.44 $ 2,732,400 Issued 18,000 75.00 Outstanding and vested, June 30, 2022 54,000 $ 75.00 9.23 $ 5,502,692 (1) Represents the exercise price required to purchase one share of Series D Stock, which is convertible into 13 All Series D preferred stock options vested immediately upon issuance and are exercisable for a period of ten years from the date of issuance. The Series D preferred stock options issued in the six months ended June 30, 2023 were issued with a total grant date fair value of $ 1,003,783 322,135 Stock Purchase Warrants Stock purchase warrants are accounted for as equity in accordance with ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity During the six months ended June 30, 2023 and 2022, the Company issued common stock purchase warrants to brokers in connection with the private placement financing. All warrants vest within 180 days from issuance and are exercisable for a period of two to five years from the date of issuance. Changes in stock purchase warrants for the six months ended June 30, 2023 and 2022 were as follows: SCHEDULE OF WARRANT ACTIVITY Number of Options Outstanding and Vested Weighted Average Exercise Price Weighted Average Contractual Life (Years) Aggregated Intrinsic Value Outstanding and vested, January 1, 2023 321,759 $ 12.8634 1.30 $ - Warrants issued(1) 234,735 8.1336 Warrants exercised(2) (388,676 ) 7.6496 Outstanding and vested, June 30, 2023 167,807 $ 9.9929 1.65 $ 1,917,556 (1) The warrants issued in the six months ended June 30, 2023 had a total grant date fair value of $ 2,156,793 8.10 18.00 0.0 196.40 3.43 3.54 5 (2) During the six months ended June 30, 2023, warrant holders exercised a total 388,676 342,114 5.1085 8.3325 844,039 46,573 342,114 Number of Options Outstanding and Vested Weighted Average Exercise Price Weighted Average Contractual Life (Years) Aggregated Intrinsic Value Outstanding and vested, January 1, 2022 406,270 $ 11.4750 1.97 $ - Outstanding and vested, June 30, 2022 406,270 $ 11.4750 1.48 $ - Common Stock Awards During the six months ended June 30, 2023, the Company awarded a total of 138,697 5 These common stock awards included (i) 50,933 common shares which vested immediately, (ii) 63,764 restricted shares of common stock which vest in equal annual installments over three years, and (iii) 24,000 restricted shares of common stock which vest in equal annual installments over four years 1,175,129 649,062 nil 87,764 |