CAPITAL STOCK | NOTE 10 – CAPITAL STOCK Preferred Stock The Company is authorized to issue 10,000,000 0.001 Issued Shares As of April 30, 2022, there were no Common Stock Issuances of Common Stock - Sales: In November 2021, the Company sold an aggregate of 8,000,000 0.05 400,000 In January 2022, the Company sold an aggregate of 666,667 0.03 20,000 In February 2022, the Company sold an aggregate of 8,333,333 0.03 250,000 Issuances of Common Stock – Stock-Based Compensation: On December 27, 2021, the Company and an employee agreed to an amendment of the employee’s employment agreement. Under the terms of the amendment, the employee agreed to extend the term of the agreement through December 31, 2024 and the Company agreed to increase the employee’s annual salary from $ 180,000 210,000 1,000,000 .029 29,000 7,250 8,458 In connection with the VP Agreements, during the six months ended April 30, 2022, the Company issued each of the Sales Executive an additional 450,000 900,000 0.035 31,500 7,875 10,500 On March 17, 2022, the Company entered into a consulting agreement with a third party to assist the Company with certain services associated with the implementation of the PPX TM 7,000,000 0.018 126,000 29,077 During June 2020, the Company entered into a consulting agreement with a third party in connection with past and future consulting and advisory services to be provided to the Company. The consulting agreement expires on June 30, 2022 and may be extended for additional monthly periods provided each party agrees in writing at least 5 days prior to expiration of the term. In connection with the consulting agreement, the Company issued the consultant 1,700,000 0.019 32,300 Equity Line of Credit Commitment: During November 2021, the Company entered into an agreement with an investor whereby the investor has agreed to provide the Company with a $ 10,000,000 7,000,000 0.05 3,000,000 0.067 201,000 Shares Issued – Promissory Note: As described in Note 8, in connection with the issuance of the Promissory Note on January 11, 2022, the Company issued the Purchaser’s 3,076,923 123,000 Shares Issued – Settlement of Litigation: As described in Note 12, during April 2022 the Company settled a lawsuit whereby the Company paid LAE $ 45,000 2,000,000 43,800 Management and Consultants Performance Stock Plan On April 25, 2020, the Company approved the adoption of the Management and Consultants Performance Stock Plan (“MCPP”) providing for the grant to current senior executive members of management and third-party consultants shares of common stock of the Company (“Shares”) based on the achievement of certain defined operational performance milestones (“Milestones”). On June 29, 2020, the Board amended the MCPP, providing for the additional grant of common stock of the Company to the current senior executive members of management and the current non-executive members of the Board based on the Company completing any transaction occurring while employed and/or serving as a member of the Board, respectively, that results in a change in control of the Company or any sale of substantially all the assets of the Company (“Transaction”) which upon after giving effect to such issuance of shares below, corresponds to a minimum pre-Transaction fully diluted price per share of the Company’s common stock in the amounts indicated below. Schedule of minimum pre-transaction price per share Pre-Transaction Price Per Share Executive Bonus Shares Non-executive Board Bonus Shares $ 0.22 40,000,000 2,000,000 $ 0.34 60,000,000 3,000,000 $ 0.45 80,000,000 4,000,000 $ 0.54 100,000,000 5,000,000 (a) proforma for issuance of all shares to be issued pursuant to the MCPP and other in the money contingent share issuances (b) per each executive consisting of Albert Mitrani, Dr. Mari Mitrani, Ian Bothwell, and Dr. George Shapiro (c) per each non-executive Board member consisting of Dr. Allen Meglin and Michael Carbonara On August 14, 2020, the Board amended the MCPP, providing for the additional grant of common stock of the Company to each Dr. Maria I. Mitrani and Ian Bothwell based on the Company obtaining aggregate gross fundings (grants for research and development and clinical trials, purchase contracts for Company products, debt and/or equity financings) or other financial awards during the term of employment with the Company based on the amounts indicated below: Schedule of debt and/or equity financings Aggregate Funding Amount Shares From To $ 2,500,000 $ 5,000,000 5,000,000 $ 5,000,001 $ 10,000,000 10,000,000 $ 10,000,001 $ 30,000,000 30,000,000 On September 23, 2020, the Board amended the MCPP, providing for the grant of common stock of the Company of 15.0 million, 7.5 million and 15.0 million shares of common stock of the Company, respectively, to each Albert Mitrani, Dr. Maria I. Mitrani and Ian Bothwell upon such time that the Company’s common stock trades above $0.25 per share, $0.50 per share and $0.75 per share, respectively, for 30 consecutive trading days subsequent to March 31, 2021 and provided such milestone occurs during the term of employment with the Company. In addition, each of the current executives were entitled to receive an additional 7 million shares, which when combined with all previous IND and/or eIND’s Milestones previously issued under the MCPP of 43 million shares, represents the total of all incentive shares to be issued to each executive in connection with the combined thirteen IND’s and/or eIND’s Milestones achieved through September 23, 2020. In the future, each of the current executives shall be entitled to receive 5 million shares as a performance incentive for each IND and/or “Expanded Access” approval (and excluding all eIND’s) received by the Company that involve more than 15 patients and provided such milestone occurs during the term of employment with the Company. On February 10, 2021, the Board amended the MCPP, providing for the grant of common stock of the Company of 5 million shares for each Phase II clinical trial completed, 5 million shares for each Phase III clinical trial approved and initiated (deemed to be upon the time the first patient is enrolled) and 10.0 million shares for each Phase III clinical trial fully enrolled. In addition, the CMO’s portion of a designated grant for an achievement of any applicable Milestone subsequent to September 23, 2020 was reduced to 30% until the time that the CMO becomes a full-time employee of the Company. Pursuant to the MCPP, a total of 342,500,000 shares have been issued and as described above, additional shares are authorized to be issued under the MCPP subject to the achievement of the defined contingent performance based milestones described above and provided the milestones are achieved while the individual is employed and/or serving as a member of the Board: Schedule of management and consultants performance stock plan Name MCPP MCPP Shares Authorized Albert Mitrani 80,000,000 137,500,000 Ian Bothwell 80,000,000 167,500,000 Dr. Maria Mitrani 80,000,000 167,500,000 Dr. George Shapiro 69,500,000 100,000,000 Dr. Allen Meglin - 5,000,000 Michael Carbonara - 5,000,000 Consultants 33,000,000 - Total 342,500,000 582,500,000 The Company will record stock-based compensation expense in connection with any MCPP Shares that are actually awarded based on the fair value as of the initial grant date that the respective milestone for the MCPP Shares were approved. In connection with the MCPP Shares that have been awarded to date, all such shares were issued in connection with the MCPP Shares approved on April 25, 2020 and accordingly were valued $0.027 per share, the closing price of the common stock of the Company on the date that those respective MCPP Shares were approved. Upon completion of the Share Exchange on October 29, 2021, the MCPP (but not Awards of unexchanged shares of our common stock) was terminated. Unvested Equity Instruments A summary of unvested equity instruments outstanding for the six months ended April 30, 2022 and 2021 are presented below: Schedule of Nonvested Share Activity Number of Weighted- Outstanding at October 31, 2021 83,844,445 $ 0.062 Non-Vested Shares Granted 1,900,000 $ 0.034 Vested (2,583,333 ) $ 0.055 Expired/Forfeited - $ - Outstanding at April 30, 2022 83,161,111 $ 0.061 Number of Weighted- Outstanding at October 31, 2020 1,111,111 $ 0.029 Non-Vested Shares Granted - $ - Vested (333,332 ) $ 0.029 Expired/Forfeited - $ - Outstanding at April 30, 2021 777,779 $ 0.029 |