Common Stock | Note 8. Common Stock Treasury Shares In June 2021, Green Energy Alternatives, Inc. returned 5,300,000 In July 2021, Electromedica, LLC returned 15,000,000 On August 5, 2021, our loan with Labrys Fund, LP was repaid in full and, per the agreement, on August 6, 2021, 350,000 restricted stock shares were returned to treasury. On December 21, 2021, Vivakor, Inc., a shareholder, returned 3,309,578 On December 29, 2021, Regal Growth, LLC, a shareholder, returned 5,000,000 On February 2, 2022, LBL Professional Consulting, Inc., a shareholder, returned 7,500,000 On July 27, 2022, PLC Investments, Inc., a shareholder, returned 7,370,000 Common Stock Issued for Services In January 2021, we entered into three agreements for consulting services to be provided. We granted the consultants 540,000 88,000 On February 12, 2021, we entered into an agreement for consulting services to be provided through February 2022. We granted the consultant 75,000 93,750 On March 1, 2021, we entered into an agreement for consulting services to be provided through February 2022. We granted the consultant 25,000 29,500 On February 9, 2022, in connection with an investor relations consulting agreement with Tysadco, we issued Tysadco 3,000,000 0.53 On May 8, 2022, we entered into a six month consulting agreement for investor relations services. We granted the investor relations firm 45,000 16,650 On May 19, 2022, we entered into a six month consulting agreement for investor relations services. We granted the investor relations firm 500,000 115,000 On June 10, 2022, in connection with our agreement with Prevacus entered into on March 1, 2021, we issued Prevacus 1,000,000 On July 20, 2022, we entered into a consulting agreement for investor relations services. We granted the investor relations firm 200,000 40,000 Common Stock Issued for Compensation On July 31, 2021, Mr. Redmond received 5.3 53,000 5.3 Reverse Split At our 2021 annual stockholder meeting, which was held on September 14, 2021, the stockholders approved the proposal that granted the Board discretionary authority to amend our Certificate of Incorporation to effect a reverse stock split of the issued and outstanding shares of our common stock. As determined by our Board, such stock split could be effected at a time and choosing of the Board. The amendment did not change the number of authorized shares of common stock or preferred stock or the relative voting power of our stockholders. The number of authorized shares will not be reduced. The number of authorized but unissued shares of our common stock will materially increase and will be available for re-issuance. We reserve the right not to effect any reverse stock split if the Board does not deem it to be in the best interests of our stockholders and the Board’s decision as to whether and when to effect the reverse stock split will be based on a number of factors, including prevailing market conditions, existing and expected trading prices for our common stock, actual or forecasted results of operations, and the likely effect of such results on the market price of our common stock. Tysadco Partners On October 18, 2021, we entered into a Securities Purchase Agreement (the “SPA”) with Tysadco Partners (“Tysadco”) pursuant to which we received $ 250,000 1,500,000 833,333 0.50 5 In June 2021, we sold 500,000 0.59 500,000 1.00 295,000 250,000 45,000 Lincoln Park Capital Fund October 2021 Securities Purchase Agreement On October 22, 2021, we entered into a Securities Purchase Agreement (the “SPA”) with Lincoln Park Capital Fund, LLC (“LPC”) pursuant to which we received $ 250,000 1,500,000 833,333 0.50 5 August 2020 Securities Purchase Agreement On August 14, 2020, we entered into a Purchase Agreement (the “LPC Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park” or “LPC”). Pursuant to the LPC Purchase Agreement, we have the right, in our sole discretion, to sell to LPC up to $10,250,000 in shares of our common stock, from time to time over a 36-month period. In consideration for entering into the LPC Purchase Agreement, we issued 793,802 Upon entering into the LPC Purchase Agreement, we sold 602,422 250,000 In addition, if we have directed LPC to purchase the full amount of common stock available as a Regular Purchase on a given day, we may direct LPC to purchase additional amounts as “accelerated purchases” and “additional accelerated purchases” as set forth in the LPC Purchase Agreement. The purchase price of shares of our common stock will be based on the then prevailing market prices of such shares at the time of sale. The LPC Purchase Agreement limits our sale of shares of common stock to LPC, and LPC’s purchase or acquisition of common stock from us, to an amount of common stock that, when aggregated with all other shares of our common stock then beneficially owned by LPC would result in LPC having beneficial ownership, at any single point in time, of more than 4.99% of the then total outstanding shares of our common stock. The LPC Purchase Agreement contains customary representations, warranties, covenants, closing conditions and indemnification and termination provisions. LPC has covenanted not to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of our common stock. The LPC Purchase Agreement does not limit our ability to raise capital from other sources in our sole discretion; provided, however, that we shall not enter into any “Variable Rate Transaction” as defined in the LPC Purchase Agreement, including the issuance of any floating conversion rate or variable priced equity-like securities, but excluding any “At-the-Market” offering with a registered broker-dealer, until the later of (i) the 36-month anniversary of the date of the LPC Purchase Agreement, and (ii) the 36-month anniversary of the Commencement Date (if the Commencement has occurred), in either case irrespective of any earlier termination of the LPC Purchase Agreement. The LPC Purchase Agreement may be terminated by us at any time and at our discretion without any cost to us. In connection with the LPC transaction, we engaged A.G.P. as a placement agent to help raise capital. A.G.P. introduced us to LPC, for which we agreed to pay A.G.P. a fee of 8% of the amount of the funds received from LPC, which totaled $ 20,000 97,718 13,750 In addition, and in consideration for the service provided in connection with Labrys and LPC, we granted warrants that were immediately exercisable for a total of 550,000 0.50 220,000 August 6, 2024 Shares purchased by LPC, including the initial purchase, are summarized below: Schedule of Shares purchased Purchase Date Number of Shares Average Purchase Price per Share Total Purchase Price Remaining Purchase August 14, 2020 602,422 $ 0.410 $ 250,000 $ 10,000,000 January 2021 200,000 0.175 35,080 9,964,920 February 2021 330,106 0.626 206,798 9,758,122 March 2021 1,020,798 0.960 979,597 8,778,525 August 2021 600,000 0.397 237,940 8,540,585 September 2021 374,482 0.345 129,096 8,411,489 February 2022 100,000 0.515 51,500 8,359,989 March 2022 100,000 0.487 48,700 8,311,289 July 2022 421,119 0.194 81,556 8,229,733 3,748,927 0.539 $ 2,020,267 See Note 13 for information regarding subsequent sales to LPC. LGH In connection with an amendment to the LGH Note, we issued LGH 100,000 51,000 Private Placement On February 2, 2022, we entered into an agreement to raise money through a private investment in a public entity (“PIPE”). We offered up to 14,285,714 0.35 0.70 5 The Offering was made on a “Minimum” basis, meaning a minimum amount of money must be raised. The minimum amount of $ 1,000,000 2,870,800 1,435,400 1,004,780 849,302 On May 3, 2022, the second closing of the PIPE occurred, pursuant to which we issued 1,187,572 1,187,572 0.25 593,786 415,650 374,085 608,755 0.35 In connection with the Offering, we paid Laidlaw & Company (UK) Ltd. (“Laidlaw”), our introducing broker, 10% of the proceeds, or $ 100,478 We filed a Form S-1 on July 29, 2022 to register all shares issued and issuable pursuant to the PIPE and it became effective on August 9, 2022. |