Stockholders' Equity | NOTE 15 – STOCKHOLDERS’ DEFICIT Series A Preferred Stock Effective May 3, 2018, the Company’s Board of Directors authorized and designated 75 shares of the Company’s Preferred Stock as Series A Preferred Stock. Each share of the Series A Preferred Stock is entitled to a liquidation preference of $1,000 per share and is convertible into 1,000 shares of the Company’s common stock. The holders of a majority of the Series A Preferred Stock are entitled to elect up to four (4) directors to the Company’s board of directors and have preferential rights in regard to the election of Series A directors. In all other voting matters, the holders of Series A Preferred Stock are entitled to cast 1,000 votes per share. Series B Preferred Stock Effective May 3, 2018, the Company’s Board of Directors authorized and designated 75 shares of the Company’s Preferred Stock as Series B Preferred Stock. Each share of the Series B Preferred Stock is entitled to a liquidation preference of $1,000 per share and is convertible into 1,000 shares of the Company’s common stock. The holders of a majority of the Series B Preferred Stock are entitled to elect up to three (3) directors to the Company’s board of directors and have preferential rights in regard to the election of Series B directors. In all other voting matters, the holders of Series B Preferred Stock are entitled to cast 1,000 votes per share. Common Stock The Company is authorized to issue 200,000,000 shares of common stock, par value of $0.0001 per share. All common stock shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company, subject to the rights of the preferred stockholders. Equity Purchase Agreement with Cross & Company On September 18, 2020, the Company entered into a Equity Purchase Agreement with Cross and Company. We have the right to “put,” or sell, up to 8,108,108 shares of our common stock to Cross. Unless terminated earlier, Cross’s purchase commitment will automatically terminate on the earlier of the date on which Cross shall have purchased shares pursuant to the Equity Purchase Agreement for an aggregate purchase price of $6,000,000 or September 18, 2023. In August 2019, the Company issued 950,000 shares of common stock at the price of $0.10 per share to board members for general compensation for services rendered. In August 2019, the Company issued 500,000 shares of common stock at the price of $0.10 per share to an investor relations consultant for services rendered. In August 2019, the Company issued 150,000 shares of common stock at the price of $0.10 per share to a product development consultant for services rendered. In August 2019, the Company issued 400,000 shares of common stock at the price of $0.10 per share to a marketing consultant for services rendered. In August 2019, the Company issued 700,000 shares of common stock at the price of $0.10 per share to consultants for general compensation for services rendered. This compensation is included in research and development on the condensed consolidated statement of operations. On August 30, 2019, the Company issued 171,000 shares of common stock at a price of $0.07 per share to acquire the remaining non-controlling interest in Kannalife Sciences, Inc., bringing our ownership interest from 99.7% to 100%. On September 26, 2019, the Company issued 1,500,000 shares of common stock at a price of $0.10 per share for the conversion of $123,627 convertible notes payable and $26,373 of related accrued interest. On April 28, 2020, the Company executed an intellectual property rights purchase and transfer agreement whereby this agreement grants certain IP to the Company. In connection with the execution of this agreement, the Company issued 25,000 shares of the Company’s common stock at $0.53 a share to the research organization. On September 24, 2020, the Company issued 46,896 shares of common stock for the conversion of $18,000 convertible notes payable and $2,000 of related accrued interest. On September 25, 2020, the company issued 500,000 shares of the company’s common stock at $0.50 a share, which was a discount to the trading price of $0.80 a share, to a consultant for investor relation services. The discount was expensed at issuance and the rest of the expense will be amortized over the life of the agreement. On October 8, 2020, the company issued 350,000 shares of the company’s common stock at $0.48 a share, to a consultant for business development services. On October 13, 2020, the Company issued 64,421 shares of common stock for the conversion of $18,000 convertible notes payable and $2,000 of related accrued interest. On October 23, 2020, the Company issued 40,731 shares of common stock for the conversion of $10,000 convertible notes payable. On November 16, 2020, the Company issued 90,000 shares of the Company’s common stock at $0.17 a share for conversion of $15,000 convertible note payable. On November 23, 2020, the Company issued 122,051 shares of the Company’s common stock at $0.18 a share for conversion of $20,000 convertible note and $1,714 of related accrued interest. On December 8, 2020, the Company issued 135,695 shares of the Company’s common stock at $0.15 a share to the research organization. On December 11, 2020, the Company issued 1,000,000 shares of the Company’s common stock at $0.27 a share to a consulting company for services. On December 17, 2020, the Company executed an intellectual property rights purchase and transfer agreement whereby this agreement grants certain IP to the Company. In connection with the execution of this agreement, the Company issued 1,000,000 shares of the Company’s common stock at $0.27 a share to the research organization. On December 18, 2020, the Company issued 70,973 shares of the Company’s common stock at $0.14 a share for the conversion of $10,000 note payable with $318 of related accrued interest. Stock Options On May 4, 2020, the Company granted options to purchase 6,050,000 shares of common stock at a price of $0.57 per share to certain directors and employees of the Company (including our named executive officers) and are exercisable for ten years. One quarter of these options vest on the grant day, and the remainder of the options vest equally over thirty-six (36) months starting January 1, 2020. These options were valued at $3,152,050 using a Black-Scholes Options Pricing Model. On May 18, 2020, the Company granted options to purchase 75,000 shares of common stock at a price of $0.51 per share to a consultant and are exercisable for ten years. One quarter of these options vest on the grant day, and the remainder of the options vest equally over twelve (12) months. These options were valued at $34,260 using a Black-Scholes Options Pricing Model. On September 14, 2020 and December 24, 2020, the Company granted options to purchase 250,000 shares of common stock, respectively, at a price of $0.84 and $0.20 per share, respectively, to a consultant and are exercisable for ten years. One quarter of these options vest on the grant day, and the remainder of the options vest equally over twelve (12) months. These options were valued at $180,950 using a Black-Scholes Options Pricing Model. On September 23, 2020, the Company granted options to purchase 200,000 shares of common stock at a price of $0.80 per share to a consultant, who is a related party, and are exercisable for ten years. One quarter of these options vest on the grant day, and the remainder of the options vest equally over twenty-four (24) months. These options were valued at $109,060 using a Black-Scholes Options Pricing Model. On December 28, 2020, the Company granted options to purchase 200,000 shares of common stock at a price of $0.18 per share to a consultant and are exercisable for ten years. One quarter of these options vest on the grant day, and the remainder of the options vest equally over twelve (12) months. These options were valued at $26,720 using a Black-Scholes Options Pricing Model. For the years ended December 31, 2020 and 2019, the Company recorded $1,263,425 and $5,878, respectively, as stock-based compensation which is included in the general and administrative expenses in the consolidated statement of operations and $459,175 and $0 respectively, as research and development expense. The remaining expense outstanding through December 31, 2022 is $1,780,440. The fair value of the options is estimated using a Black-Scholes Options Pricing Model with the following assumptions: Market value of common stock on issuance date $0.18 - 0.84 Exercise price $0.18 - 2.00 Expected volatility 86% - 138% Expected term (in years) 5.5 – 6.5 Risk-free interest rate 0.64% – 1.73 Expected dividend yields — On August 14, 2019, the Board authorized the Company’s 2019 Equity Incentive Plan (the “2019 Plan”) in order to facilitate the grant of cash and equity incentives to directors, employees (including our named executive officers) and consultants of our company and certain of its affiliates and to enable our company and certain of its affiliates to obtain and retain services of these individuals, which is essential to our long-term success. Our 2019 Plan allows for the grant of a variety of equity vehicles to provide flexibility in implementing equity awards, including incentive stock options, non-qualified stock options, restricted stock grants, unrestricted stock grants and restricted stock units. A total of 7,500,000 shares of common stock were authorized under the 2019 Plan, which was amended to 11,500,000 shares of common stock, for which as of December 31, 2020 a total of 6,050,000 are outstanding. The following is a summary of outstanding and exercisable options: Number of Options Weighted Avg Exercise Price Weighted Avg Remaining Years Outstanding as of December 31, 2019 100,000 $ 2 9.51 Granted 7,025,000 0.56 — Exercised — — — Forfeited — — — Expired — — — Outstanding as of December 31, 2020 7,125,000 $ 0.58 9.9 Outstanding as of December 31, 2020, vested 3,478,906 $ 0.61 9.13 Warrants In December 2019, the Company entered into a Securities Purchase Agreement with an investor pursuant to which the Company agreed to sell the investor a $100,000 convertible note bearing interest at 8% per annum. The Company also sold warrants to the investors to purchase up to an aggregate of 100,000 shares of common stock, with an exercise term of three (3) years, at a per share purchase price of one hundred twenty five percent (125%) of the voluntary or involuntary conversion price of the Company’s 8% convertible note. The warrants were deemed as a derivative liability and was recorded as a debt discount at date of issuance. See Note 10. In January and February 2020, the Company entered into a Securities Purchase Agreement with investors pursuant to which the Company agreed to sell the investors a $100,000 and $50,000 convertible note bearing interest at 8% per annum, respectively. The Company also sold warrants to the investors to purchase up to an aggregate of 100,000 and 50,000 shares of common stock, respectively, with an exercise term of three (3) years, at a per share purchase price of one hundred twenty five percent (125%) of the voluntary or involuntary conversion price of the Company’s 8% convertible note. The warrants were deemed as a derivative liability and was recorded as a debt discount at date of issuance. See Note 10. On June 8, 2020, the Company entered into a Securities Purchase Agreement, dated as of June 2, 2020 (the “Purchase Agreement”) with an accredited investor pursuant to which the investor purchased a 12% unsecured convertible promissory note (the “12% Note”) from the Company. In connection with the Purchase Agreement and the 12% Note, the Company issued a common stock purchase warrant to purchase 36,666 shares of the Company’s common stock at $0.75 per share which may be exercised by cashless exercise, exercisable for a period of three years. The warrants were deemed as a derivative liability and was recorded as a debt discount at date of issuance. See Note 10. On June 23, 2020, the Company entered into a Securities Purchase Agreement, dated as of June 19, 2020 with an accredited investor pursuant to which the Investor purchased a 12% convertible promissory note from the Company. In connection with the securities purchase agreement and the note, the Company issued two common stock purchase warrants each to purchase 115,385 shares of the Company’s common stock at $1.30 per share which may be exercised by cashless exercise, exercisable for a period of five years. One of the warrants is to be issued only in the case of default on the note. During the year ended December 31, 2020, the anti-dilution clause was triggered and the exercise price was reset to $0.15 resulting in the number of warrants to be increased to 1,002,677. The warrants were deemed as a derivative liability and was recorded as a debt discount at date of issuance. See Note 10. The following is a summary of outstanding and exercisable warrants: Number of Shares Weighted Average Exercise Price Balance at December 31, 2019 100,000 $ 3.26 Granted 1,189,343 0.44 Forfeited — — Exercised — — Expired — — Balance at December 31, 2020 1,289,343 $ 0.18 At December 31, 2020, 1,289,343 warrants for common stock were exercisable and the intrinsic value of these warrants was $0. The weighted average remaining contractual life for warrants outstanding was 3.93 years. |