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. During the year ended December 31, 2021, the Company sold 7,768,188 0.03 0.17 833,727 During the year ended December 31, 2021, the Company issued 2,009,155 122,838 During the year ended December 31, 2021, the Company issued 3,612,308 389,295 Stock Options During the year ended December 31, 2020, the Company granted options to purchase 7,025,000 0.18 0.84 3,503,040 During the year ended December 31, 2021, the Company granted options to purchase 8,425,000 0.5 0.16 846,795 For the years ended December 31, 2021 and 2020, the Company recorded $ 1,218,766 263,424 132,985 459,175 1,059,260 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 $ 0.05 0.74 Exercise price $ 0.18 0.84 Expected volatility 86 231 Expected term (in years) 5.5 6.5 Risk-free interest rate 0.64 1.67 % Expected dividend yields — 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. On March 11, 2022, the majority of shareholders of the Common Stock of the Company voted to ratify the 2019 Plan as amended. 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 31,2019 100,000 $ 2.00 9.51 Granted 7,025,000 0.56 — Exercised — — — Forfeited — — — Expired — — — Outstanding as of December 31,2020 7,125,000 $ 0.58 9.90 Granted 8,425,000 0.13 9.95 Exercised — — — Forfeited — — — Expired — — — Outstanding as of December 31, 2021 15,550,000 $ 0.34 8.81 Outstanding as of December 31, 2021, vested 9,204,688 $ 0.40 8.66 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 12 150,000 0.0273 0.0273 5,500,568 On February 10, 2021, Neuropathix, Inc. (f/k/a Kannalife, Inc.), a Delaware corporation (the “Company”), entered into a letter agreement with Lyons Capital LLC (“Lyons Capital”), pursuant to which the Company agreed to issue and sell to Lyons Capital 3,500,000 shares of the Company’s common stock, par value $ 0.0001 3,500,000 1,207,500 On February 17, 2021, the Company and Lyons Capital executed a Common Stock Purchase Agreement (the “SPA”) and two warrants (each a “Warrant, and together, the “Warrants”) memorializing the definitive terms of the Transaction. The effective date of the SPA and Warrants is February 10, 2021. The first warrant (“Warrant No. 1) grants Lyons Capital the right to purchase up to 1,750,000 shares of Common stock at an exercise price of $0.22 per share. The second warrant (“Warrant No. 2,” and together with Warrant No. 1, the “Warrants”) grants Lyons Capital the right to purchase up to an additional 1,750,000 shares of Common stock at an exercise price of $0.27 per share. The Warrants are exercisable immediately, will expire five years from the date of issuance, and contain customary provisions allowing for adjustment to the exercise price and number of shares of Common Stock issuable upon exercise in the event of any stock dividend, recapitalization, reorganization, reclassification, or similar transaction. subject to limited exceptions, Lyons Capital may not exercise any portion of the Warrants if Lyons Capital, together with any of its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Company’s Common Stock outstanding immediately after giving effect to such exercise. 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, 2019 100,000 $ 3.26 Granted 1,189,343 0.44 Exercised — — Expired — — Balance at December 31, 2020 1,289,343 $ 0.18 Granted 4,194,161 0.21 Reset 3,803,730 0.03 Exercised — — Expired — — Balance at December 31, 2021 9,287,234 $ 0.11 At December 31, 2021, 9,287,234 97,360 3.64 |