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. During the period ending March 31, 2021, the Company issued 3,768,188 463,758 During the period ending March 31, 2022, the Company issued 2,000,000 53,610 Stock Options During the period ending March 31, 2022, the Company granted options to purchase 250,000 0.12 10 12,450 The remaining expense to be recognized for outstanding stock options through March 2024 is $ 1,017,335 For the three months ended March 31, 2022 and 2021, the Company recorded $ 250,139 382,473 The fair value of the options is estimated using a Black-Scholes Options Pricing Model with the following assumptions for the three months ended March 31, 2022: Schedule of share-based payment award, stock options, valuation assumptions Market value of common stock on issuance date $ 0.05 Exercise price $ 0.12 Expected volatility 234.81 % Expected term (in years) 10 Risk-free interest rate 1.78 % Expected dividend yields — On March 12, 2021, the Company executed a second amendment to its 2019 Equity Incentive 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. As of March 31, 2022, 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, 2021 15,550,000 $ 0.34 8.81 Granted 250,000 0.12 9.79 Exercised — — — Forfeited — — — Expired — — — Outstanding as of March 31, 2022 15,800,000 $ 0.33 8.59 Outstanding as of March 31, 2022, vested 10,122,396 $ 0.39 8.45 Warrants 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 On March 15, 2022, the anti-dilution clause was triggered in one of the Company’s warrants and the exercise price was reset to $ 0.01 15,000,050 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, 2021 9,287,234 $ 0.11 Issued — — Reset 9,499,482 0.01 Expired — — Balance at March 31, 2022 18,786,716 $ 0.06 At March 31, 2022, 18,786,716 362,422 3.31 |