STOCKHOLDERS’ EQUITY | 15. STOCKHOLDERS’ EQUITY Preferred Stock The Company is authorized to issue 25,000,000 0.001 Series A Preferred Stock As of June 30, 2023 and December 31, 2022, the Company had no Series B Preferred Stock As of June 30, 2023 and December 31, 2022, 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 $57.60 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 $57.60 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 January 24, 2022, the Company issued 686 39,500 As of June 30, 2023 and December 31, 2022, the Company had 9,281,809 For the three months and six ended June 30, 2023, the Company declared cumulative dividends totaling $ 187,216 371,273 Common Stock The Company is authorized to issue 500,000,000 0.001 9,044,361 2,514,858 Reverse Stock Split On October 4, 2022, the Board and shareholders approved the granting of authority to the Board to amend the Company’s articles of incorporation to effect a reverse stock split of the issued and outstanding shares of its common stock, by a ratio of no less than 1-for-2 and no more than 1-for-30, with the exact ratio to be determined by the Board in its sole discretion, and with such reverse stock split to be effective at such time and date, if at all, as determined by the Board in its sole discretion. On December 9, 2022, the Board effected a 1-for-30 PIPE Offering and Related Waiver On January 25, 2023, the Company consummated a private placement (the “PIPE Offering”) pursuant to the terms of the Securities Purchase Agreement dated as of January 25, 2023 (the “2023 SPA”) that it entered into with institutional investors, in which the Company issued (i) 100,000 1,327,434 2,323,010 1,227,434 2.26 In connection with the PIPE Offering, the Company entered into a Waiver (the “Waiver”) with L1 Capital Global Opportunities Master Fund (“L1”) waiving certain provisions of the Securities Purchase Agreement, dated as of September 14, 2021 (the “2021 SPA”), by and between it and L1. Pursuant to the terms of the Waiver, L1 waived certain provisions of the 2021 SPA and in consideration thereof, the Company (i) issued 150,000 50,000 Pursuant to the 2023 SPA, the Company is obligated to hold a special stockholders’ meeting no later than 60 days following the date of the Purchase Agreement to solicit the approval of the issuance of the shares, Warrants and the shares of common stock underlying the Warrants in compliance with the rules of The Nasdaq Stock Market LLC (without regard to any limitations on exercise set forth in the Warrants or the Pre-Funded Warrants. On March 27, 2023, the Company held a special meeting of stockholders and the stockholders approved the PIPE Offering. In connection with the PIPE Offering, the Company entered into a Registration Rights Agreement with the Purchasers, dated January 25, 2023 (the “Registration Rights Agreement”). The Registration Rights Agreement provides that we shall file a registration statement covering the resale of all of the Registrable Securities (as defined in the Registration Rights Agreement) with the SEC. The Registration Statement was filed and declared effective by the SEC on February 9, 2023. Common Stock Issued in Exchange for Consulting, Professional and Other Services During the three and six months ended June 30, 2023, the Company issued 0 23,334 0 31,968 During the three and six months ended June 30, 2022, the Company issued 1,464 3,950 18,660 95,482 Common Stock Issued in Connection with the Conversion of Convertible Note Principal and Accrued Interest During the three and six months ended June 30, 2022, the Company issued 27,778 219,960 450,000 4,575,000 Common Stock Issued in Connection with Series C Stock Dividends During the three and six months ended June 30, 2022, the Company issued 5,895 11,737 187,455 646,523 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 June 30, 2023 and December 31, 2022. 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, 2022 141,572 $ 132.00 1.75 Warrants issued 4,280,355 3.20 Warrants exercised (279,069 ) – Warrants forfeited (5,678 ) – December 31, 2022 4,137,180 $ 7.29 4.89 Warrants issued 3,812,944 $ 2.26 Warrants exercised (7,775,889 ) – Warrants forfeited – – Balance June 30, 2023 174,235 $ 107.32 3.24 On January 31, 2023, in connection with the PIPE Offering described above, the Company issued 1,327,434 2,323,010 2.26 0.85 The Purchase Warrants were valued using the Black-Scholes option pricing model with the following average assumptions: the Company’s stock price on the date of the issuance ($ 2.15 0 176.6 3.6 1,387,429 On January 31, 2023, the Company also issued 150,000 262,500 2.15 0 176.6 3.6 1 350,039 During the six months ended June 30, 2023, the Company issued 1,262,787 1,262,787 12,309 During the six months ended June 30, 2023, the Company also issued 5,143,382 6,513,102 As of June 30, 2023, 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 June 30, 2023: Schedule of options Year Issued Options Options Options Vested Weighted Average Exercise Price Weighted Average Remaining Life (Yrs.) 2013 8,058 (870 ) 7,188 7,188 $ 230.40 0.22 2018 62 (62 ) – – – – 2021 6,950 – 6,950 2,317 $ 89.40 3.08 Total 15,070 (932 ) 14,138 9,505 $ 161.08 1.62 During the three and six months ended June 30, 2023, the Company recorded $ 44,821 89,643 89,241 137,383 As of June 30, 2023, the total unrecognized cost of stock-based compensation related to stock options was $ 97,308 1.08 As of June 30, 2023, the outstanding stock options had an aggregate intrinsic value of $ 0 |