Equity [Text Block] | 15. Stockholders Equity The Company’s authorized capital stock consists of 490,000,000 shares of common stock, par value $0.001, and 10,000,000 shares of preferred stock, par value $0.001, . The Company had 182,492,222 and 173,757,921 shares of common stock issued and outstanding as of December 31, 2023 and 2022, respectively. The Company has authorized 1,000,000 shares of Series A Convertible Preferred Stock (the ‘Series A”), of which 223,333 shares are outstanding. Subject to certain limitations set forth in the Certificate of Designation of the Series A, each share of Series A is convertible into 20 shares of the Company’s common stock, subject to a 4.99% beneficial ownership limitation which may be increased to up to 9.99% with 61 days’ notice. The Series A is non-voting except as may be required by applicable law. The Series A also provides the holders with senior ranking with respect to the Company’s capital stock upon the occurrence of a liquidation, dissolution or winding up, and a liquidation preference in the event of the merger or consolidation of the Company in which the Company is not the surviving entity, the sale of all of the assets of the Company in a transaction which requires stockholder approval or the dissolution or winding up of the Company, in each case at the stated value of $30 per share of Series A. Preferred Stock Year ended December 31, 2023: On February 24, 2023, the Company sold 25,000 shares of Series A Preferred Stock at a price of $30.00 per share for cash proceeds of $750,000 in the first tranche of a Securities Purchase Agreement entered into on January 30, 2023. On May 25, 2023, the Company sold an additional 25,000 shares of Series A Preferred stock for cash proceeds of $750,000. On June 1, 2023, the Company issued 3,333 shares of Series A Preferred Stock to a service provider with a fair value of $30 per shares. The amount of $100,000 was charged to prepaid expenses and will be amortized over the one year term of the agreement. During the three months ended June 30, 2023, the Company charged to operations the amount of $3,333 in connection with this transaction Year ended December 31, 2022: Recast of 20,000 shares of Series A Preferred Stock issued by predecessor entity in connection with reverse merger. Common Stock Year ended December 31, 2023: On January 30, 2023, the Company sold 1,692,477 shares of common stock at a price of $0.295 per share for cash in the amount of $500,000. On February 24, 2023 the Company completed the Exchange Agreement with pursuant which to the Company issued to the Socialcom shareholders a total of 173,757,921 shares of the Company’s common stock, representing approximately 96% of the outstanding shares of common stock of the Company after giving effect to such issuance, in exchange for all of the shares of Socialcom common stock held by such Socialcom shareholders. As a result of the foregoing, Socialcom became an approximately 96.6% owned subsidiary of the Company. This transaction was accounted for as a reverse merger, and Socialcom was the accounting acquiror as the Socialcom shareholders own the majority of the common stock outstanding post-merger. Following the Closing, in May 2023 the Company issued a total of 6,015,757 shares of common stock in exchange for 687,515 shares of Socialcom common stock held by the then minority shareholders of Socialcom. As a result of the foregoing Socialcom became a wholly-owned (rather than a 96.6% owned) subsidiary of the Company. See note 1. On August 29, 2023, the Company issued 56,324 shares of common stock for the exercise of stock options at a price of $0.09 per shares. Year ended December 31, 2022: On June 30, 2022, the Company issued 193,393 shares of common stock to an employee at a price of $0.088 per share to an employee as compensation. On August 1, 2022, the Company sold 2,751,578 shares of common stock at a price of $0.182 per share for proceeds of $500,000. On September 30, 2022, the Company sold 2,231,836 shares of common stock at a price of $0.224 per share for proceeds of $500,000. During the year ended December 31, 2022, the Company issued 1,225 shares of common stock for the exercise of stock options at a weighted average exercise price of approximately $0.086 per share for cash proceeds of $105. Options The following table summarizes the options outstanding and the related prices for the options to purchase shares of the Company’s common stock issued by the Company as of December 31, 2023: Weighted Weighted Weighted Average Average Average Exercise Exercise Range of Number of Remaining Price of Number of Price of Exercise Options Contractual Outstanding Options Exercisable Prices Outstanding Life (years) Options Exercisable Options $ 0.035 525,000 3.00 $ 0.035 525,000 $ 0.035 $ 0.086 367,500 6.62 $ 0.086 290,938 $ 0.086 $ 0.088 2,900,625 7.22 $ 0.088 1,827,368 $ 0.088 $ 0.094 2,537,500 8.33 $ 0.094 1,626,380 $ 0.094 $ 0.104 12,949,212 6.07 $ 0.104 12,949,212 $ 0.104 $ 0.295 4,771,988 9.83 $ 0.295 4,465,737 $ 0.295 24,051,825 7.14 $ 0.137 21,684,635 $ 0.139 The following table summarizes the options outstanding and the related prices for the options to purchase shares of the Company’s common stock issued by the Company as of December 31, 2022: Weighted Weighted Weighted Average Average Average Exercise Exercise Range of Number of Remaining Price of Number of Price of Exercise Options Contractual Outstanding Options Exercisable Prices Outstanding Life (years) Options Exercisable Options $ 0.035 525,000 4.00 $ 0.035 525,000 $ 4.00 $ 0.086 602,525 7.62 $ 0.086 364,630 $ 7.62 $ 0.088 3,294,375 8.13 $ 0.088 1,407,350 $ 8.13 $ 0.094 5,422,428 9.58 $ 0.094 158,603 $ 9.58 $ 0.104 12,949,212 7.07 $ 0.104 5,395,495 $ 7.07 22,793,540 7.76 $ 0.098 7,851,078 $ 7.76 Transactions involving stock options are summarized as follows: Number of Shares Weighted Average Exercise Price Options outstanding at December 31, 2021 7,076,563 $ 0.083 Granted 18,905,390 0.102 Exercised (1,225 ) 0.086 Cancelled / Expired (3,187,188 ) 0.089 Options outstanding at December 31, 2022 22,793,540 $ 0.098 Granted 5,318,863 0.295 Exercised (56,324 ) 0.089 Cancelled / Expired (4,004,254 ) 0.121 Options outstanding at December 31, 2023 24,051,825 $ 0.137 Options vested and exercisable at December 31, 2023 21,684,635 $ 0.139 During the year ended December 31, 2022, the Company issued 18,905,390 stock options with a weighted-average exercise price of $0.102 and a term of 10 years. The options vest as follows: 1,881,250 options vested upon issuance; 12,949,213 options vest monthly over one year; and 87,500 options vest quarterly over one year. The remaining 3,987,427 options have the following vesting terms: 25% vest after one year, and 75% vest quarterly over the succeeding nine quarters. During the year ended December 31, 2023, the Company issued 5,318,863 stock options with a weighted-average exercise price of $0.295 and a term of 10 years. The options vest as follows: 5,012,613 options vested upon issuance; and the remaining 306,250 options have the following vesting terms: 25% vest after one year, and 75% vest quarterly over the succeeding nine quarters. During the year ended December 31, 2023, the Company charged $1,328,119 to stock based compensation expense, including $1,328,119 for stock options and $0 for stock awards. During the year ended December 31, 2022, the Company charged $431,817 to stock based compensation expense, including $414,893 for stock options and $16,924 for stock awards. The aggregate intrinsic value of options outstanding and exercisable at December 31, 2023 and 2022 was $3,794,925 and $2,884,456, respectively. Aggregate intrinsic value represents the difference between the fair value of the Company’s stock on the last day of the fiscal period, which was $0.295 and $0.224 as of December 31, 2023 and 2022, respectively, and the exercise price multiplied by the number of options outstanding. The Company valued options using the Black-Scholes valuation model utilizing the following variables: Year Ended December 31, 2023 2022 Volatility 76.03 % 69.93-79.02 % Dividends $ - $ - Risk-free interest rates 4.84 % 1.47-4.35 % Expected term (years) 5.00 2.77-6.15 |