STOCKHOLDERS’ DEFICIT | 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 0.0001 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 an 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. The purchase price per share is calculated at a fifteen percent discount of the lowest trading price of the Company’s common stock during the ten days after Cross and Co. receives the shares. On January 4, 2021, the Company issued 109,098 10,000 272 On January 12, 2021, the Company issued 175,000 On January 13, 2021, the Company issued 117,609 10,000 and $ 97 258,559 0.11 28,571 On January 15, 2021, the Company issued 29,167 0.23 On January 15, 2021, the Company issued 313,972 shares of common stock at the price of $0.19 per share for the purchase of intellectual property based on a five year installment sale. This compensation is included in research and development on the consolidated statement of operations. The issuance was an error and was intended, as per agreement to be 200,000 shares at the floor price of $.30 per share. The Company and the recipient have discussed the cancellation of 113,972 shares which will occur in the second quarter of 2021. On January 28, 2021, the Company sold 388,583 0.13 51,410 On February 1, 2021, the Company issued 517,674 45,000 and $ 162 On February 10, 2021, the Company issued 243,688 20,000 and $ 4,200 0.10 On February 10, 2021, the Company issued 697,714 for a total purchase price of $ 121,577 On February 10, 2021, the Company issued 3,500,000 shares of common stock in exchange of cash at $0.10 per share for a total purchase price of $ 350,000 On February 22, 2021, the Company issued 715,893 0.16 115,617 On February 26, 2021, the Company issued 1,050,045 0.09 90,146 O n March 2, 2021, the Company issued 520,000 0.10 On March 4, 2021, the Company issued 320,833 0.23 On March 12, 2021, the Company issued its CEO 692,308 90,000 On March 25, 2021, the Company issued 657,394 56,437 On July 13, 2021, the Company issued 250,000 0.03 8,288 On July 28, 2021, the Company issued its CEO 1,875,000 0.05 90,000 On August 10, 2021, the Company issued 172,701 0.06 $8,803 Stock Options On May 4, 2020, the Company granted options to purchase 6,050,000 0.57 10 3,152,050 On May 18, 2020, the Company granted options to purchase 75,000 0.51 10 34,260 On September 14, 2020 and December 24, 2020, the Company granted options to purchase 250,000 0.84 0.20 10 180,950 On September 23, 2020, the Company granted options to purchase 200,000 0.80 10 109,060 On December 28, 2020, the Company granted options to purchase 200,000 0.18 10 26,720 On March 12, 2021, the Company granted options to purchase 7,350,000 0.13 10 732,795 On March 12, 2021, the Company granted options to purchase 200,000 0.13 2 19,940 On April 2, 2021, the Company granted options to purchase 75,000 0.16 10 9,000 On July 13, 2021, the Company granted options to purchase 250,000 0.12 10 17,725 The remaining expense outstanding through March 12, 2024 is $ 1,790,369 For the three months ended September 30, 2021 and 2020, the Company recorded $ 333,205 267,521 For the nine months ended September 30, 2021 and 2020, the Company recorded $ 1,042,996 1,215,090 255,854 273,525 For the three months ended September 30, 2021 and 2020, the Company recorded $ 90,000 0 For the nine months ended September 30, 2021 and 2020, the Company recorded $ 180,001 0 For the three months ended September 30, 2021 and 2020, the Company recorded $ 0 400,000 For the nine months ended September 30, 2021 and 2020, the Company recorded $ 105,295 400,000 The fair value of the options is estimated using a Black-Scholes Options Pricing Model with the following assumptions: Schedule of share-based payment award, stock options, valuation assumptions Market value of common stock on issuance date $ 0.13 0.84 Exercise price $ 0.13 2.00 Expected volatility 86 138 % Expected term (in years) 5.50 6.50 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. There were initially 7,500,000 shares of Company common stock authorized for issuance under our 2019 Plan. On May 4, 2020, the Company amended its 2019 Plan to increase the number of shares of Company common stock authorized for issuance thereunder to 11,500,000 shares. On March 12, 2021, the Company executed a second amendment to the 2019 Plan to (i) replace all references to “Kannalife, Inc.,” the Company’s former name, to “Neuropathix, Inc.,” and (ii) increase the number of shares of Company common stock authorized for issuance thereunder 20,000,000 shares (the “Second Plan Amendment”). The Second Plan Amendment was approved by the Company’s Board of Directors on March 12, 2021. The Second Plan Amendment remains subject to shareholder approval, which the Company shall undertake to obtain as soon as reasonably practicable, but in no event later than one year from the amendment date. In the event that the Company does not obtain the requisite shareholder approval of the Second Plan Amendment within one year, the Second Plan Amendment shall not be effective. As of September 30, 2021, there were 13,000,000 The following is a summary of outstanding and exercisable options: Schedule of outstanding and exercisable options Numbers of Options Weighted Avg Exercise Price Weighted Avg Remaining Years Outstanding as of December 31, 2020 7,125,000 $ 0.58 9.30 Granted 7,625,000 0.13 9.95 Exercised — — — Forfeited — — — Expired — — — Outstanding as of September 30, 2021 14,750,000 $ 0.35 9.02 Outstanding as of September 30, 2021, vested 7,870,313 $ 0.43 8.85 Warrants 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 50,000 100,000 50,000 3 8 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 36,666 3 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 12 115,385 1.30 0.09 1,696,838 On February 10, 2021, the Company entered into a letter agreement with Lyons Capital, pursuant to which the Company agreed to issue and sell 3,500,000 shares of the Company’s common stock, par value $ 0.0001 3,500,000 1,207,500 The following is a summary of outstanding and exercisable warrants: Schedule of outstanding and exercisable warrants Number of Shares Weighted Average Exercise Price Balance at December 31, 2020 1,289,343 $ 0.18 Issued 4,194,161 0.22 Reset 2,828,064 0.03 Expired — — Balance at September 30, 2021 8,311,568 $ 0.13 At September 30, 2021, 8,311,568 160,050 3.91 |