STOCKHOLDERS’ EQUITY | 16. STOCKHOLDERS’ EQUITY Preferred Stock The Company is authorized to issue 25,000,000 0.001 Series A Preferred Stock As of September 30, 2022 and December 31, 2021, the Company had no Series B Preferred Stock On February 17, 2021, the Company entered into debt exchange agreements with holders of three of the Company’s convertible promissory notes in the aggregate amount of $ 1,700,905 2,564,175 On February 17, 2021, the Company entered into subscription agreements with two accredited investors, pursuant to which the Company sold the investors an aggregate of 300,000 300,000 On March 31, 2021, the Company entered into subscription agreements with two accredited investors, pursuant to which the Company sold the investors an aggregate of 650,000 650,000 On May 20, 2021, the Company entered into exchange agreements with all of the holders of Series B Stock (the “Series B Holders”), pursuant to which the Series B Holders agreed to exchange all of the issued and outstanding shares of Series B Stock for shares of the Company’s newly designated Series C Stock, on a one for one basis. As a result of the exchange, all 9,215,059 9,215,059 As of September 30, 2022 and December 31, 2021, the Company had no Series C Preferred Stock On May 20, 2021, the Company filed with the Secretary of State of the State of Florida a Certificate of Designation of Preferences, Rights and Limitations of Series C Stock designating 10,000,000 shares as Series C Preferred Stock (the “Series C Stock”). The Series C Stock ranks senior and prior to all other classes or series of the Company’s preferred stock and common stock. The holder may, at any time after the 6-month anniversary of the issuance of the shares of Series C Preferred Stock, convert such shares into common stock at a conversion rate of $1.92 per share. In addition, the Company may, at any time after the issuance of the shares, convert any or all of the outstanding shares of Series C Preferred Stock at a conversion rate of $1.92 per share. Each share of Series C Stock entitles the holder to 1.5625 votes for each share of Series C Stock. The consent of the holders of at least two-thirds of the shares of Series C Stock is required for the amendment to any of the terms of the Series C Stock, to create any additional class of stock unless the stock ranks junior to the Series C Stock, to make any distribution or dividend on any securities ranking junior to the Series C Stock, to merge or sell all or substantially all of the assets of the Company or acquire another business or effectuate any liquidation of the Company. Cumulative dividends accrue on each share of Series C Stock at the rate of 8% per annum of the stated value of $1.00 per share and are payable in arrears quarterly commencing 90 days from issuance. The dividend shall be payable in shares of common stock (a “PIK Dividend”) and are be due and payable on the date on which such PIK Dividend was declared. Upon a liquidation, dissolution or winding up of the Company, the holders of the Series C Stock are entitled to $1.00 per share plus all accrued and unpaid dividends. No distribution may be made to holders of shares of capital stock ranking junior to the Series C Stock upon a liquidation until Series C stockholders receive their liquidation preference. The holders of 66 2/3% of the then outstanding shares of Series C Stock, may elect to deem a merger, reorganization or consolidation of the Company into or with another corporation, not affiliated with said majority, or other similar transaction or series of related transactions in which more than 50% of the voting power of the Company is disposed of in exchange for property, rights or securities distributed to holders thereof by the acquiring person, firm or other entity, or the sale of all or substantially all of the assets of the Company. On May 20, 2021, the Company entered into exchange agreements with all of the holders of Series B Stock (the “Series B Holders”), pursuant to which the Series B Holders agreed to exchange all of the issued and outstanding shares of Series B Stock for shares of Series C Stock, on a one for one basis. As a result of the exchange, all 9,215,059 issued and outstanding shares of Series B Stock was exchanged for 9,215,059 shares of the Company’s Series C Stock, and all of the exchanged shares of Series B Stock were cancelled. On June 11, 2021, the Company entered into subscription agreements with an accredited investor, pursuant to which the Company sold the investor an aggregate of 100,000 100,000 On September 10, 2021, the Company entered into a debt exchange agreement with a holder of a 10% convertible note pursuant to which 85,250 85,250 On January 24, 2022, the Company issued 20,573 39,500 On July 29, 2022, the Company issued 41,146 79,000 As of September 30, 2022 and December 31, 2021, the Company had 9,281,759 9,400,259 For the three months and nine ended September 30, 2022, the Company declared cumulative dividends totaling $ 186,163 550,223 Common Stock The Company is authorized to issue 500,000,000 0.001 22,562,297 12,698,192 Reverse Stock Split On April 7, 2021, the board of directors of the Company approved, and on April 8, 2021, the Company’s shareholders approved, an increase to the range of the ratio for a reverse stock split to a ratio of no less than 1-for-2 and no more than 1-for-50. On May 6, 2021, the board fixed the ratio for a reverse stock split at 1-for-32 Registered Offering On June 21, 2021, the Company sold an aggregate of 2,409.639 units (“Units”), at a price to the public of $4.15 per Unit (the “Offering”), each Unit consisting of one share of the Company’s common stock and a warrant to purchase one share of common stock at an exercise price of $4.565 per share (the “Warrants”), pursuant to an underwriting agreement, dated as of June 16, 2021 (the “Underwriting Agreement”), between the Company and EF Hutton, division of Benchmark Investments, LLC, as representative (“EF Hutton”) of the several underwriters named in the Underwriting Agreement. In addition, pursuant to the Underwriting Agreement, the Company granted EF Hutton a 45-day option (the “Over-Allotment Option”) to purchase up to 361,445 additional Units, to cover over-allotments in connection with the Offering, which EF Hutton exercised with respect to Warrants exercisable for up to an additional 361,445 shares of common stock. The Company received gross proceeds of approximately $10,000,000 in the Offering, before deducting underwriting discounts and commissions and other offering expenses. On July 15, 2021, EF Hutton exercised in full the Over-Allotment Option with respect to all 361,445 1,500,000 Common Stock Issued as Compensation Employees, Officers and/or Directors During the three and nine months ended September 30, 2021, the Company issued 157,943 426,446 Common Stock Issued in Exchange for Consulting, Professional and Other Services During the three and nine months ended September 30, 2022, the Company issued 60,000 178,490 21,254 116,736 During the three and nine months ended September 30, 2021, the Company issued 86,522 150,943 255,097 511,458 Common Stock Issued in Connection with the Conversion of Convertible Note Principal and Accrued Interest During the three and nine months ended September 30, 2022, the Company issued 2,222,223 8,812,921 1,200,000 5,775,000 During the three and nine months ended September 30, 2021, the Company issued 383,405 665,392 Common Stock Issued in Connection with Series C Stock Dividends During the three and nine months ended September 30, 2022, the Company issued 458,875 810,975 187,216 833,739 Common Stock Issued in Connection with the Issuance of Convertible Promissory Notes During the three and nine months ended September 30, 2021, the Company issued 4,464 17,746 10,000 39,750 Common Stock Issued in the Acquisition of a Business During the three and nine months ended September 30, 2021, the Company issued 1,771,883 5,000,000 Stock Purchase Warrants Stock purchase warrants are accounted for as equity in accordance with ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity The following table reflects all outstanding and exercisable warrants at September 30, 2022 and December 31, 2021. All warrants are exercisable for a period of three to five years from the date of issuance: Schedule of warrants Number of Warrants Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Yrs.) Balance January 1, 2021 229,628 $ 7.34 1.66 Warrants issued 4,273,733 4.18 Warrants exercised (249,480 ) – Warrants forfeited (6,711 ) – December 31, 2021 4,247,170 $ 4.40 1.75 Warrants issued 303,682 $ 4.20 Warrants exercised – – Warrants forfeited (154,687 ) – Balance September 30, 2022 4,396,162 $ 4.26 2.26 As of September 30, 2022, the outstanding stock purchase warrants had an aggregate intrinsic value of $ 0 Stock Options The following table represents all outstanding and exercisable stock options as of September 30, 2022. Schedule of options Year Issued Options Options Options Vested Weighted Average Exercise Price Weighted Average Remaining Life (Yrs.) 2013 241,730 (26,063 ) 215,667 215,667 $ 7.68 0.97 2018 1,875 – 1,875 1,875 24.96 0.58 2021 208,500 – 208,500 208,500 2.98 3.83 Total 452,105 (26,063 ) 426,042 426,042 $ 5.46 1.48 During the three and nine months ended September 30, 2022, the Company recorded $ 88,709 226,091 During the three and nine months ended September 30, 2021, the Company recorded $ 33,698 Stock-based compensation expense is reported in selling, general and administrative on the Company’s Condensed Consolidated Statement of Operations and Comprehensive Loss. As of September 30, 2022, there were $ 276,193 1.42 As of September 30, 2022, the outstanding stock options had an aggregate intrinsic value of $ 0 |