Stockholders’ Equity | 5. Stockholders’ Equity Preferred Stock The Company’s certificate of incorporation authorized the Company to issue 25,000,000 shares of Preferred Stock, $0.0001 par value. On December 28, 2017, a Certificate of Designations was resolved and approved by the board and signed into being that authorized the issuance of 7,500,000 shares of Series A Convertible Preferred Stock, of which 5,151,125 were issued and then later converted to common stock on August 10, 2020. Once converted the provisions of the Certificate of Designations do not allow for the re-issuance of those shares. There were no Common Stock The Company’s certificate of incorporation authorizes the Company to issue 100,000,000 0.0001 43,285,716 39,000,000 2023 Issuances: During the twelve-month period ended December 31, 2023, the Company issued the following shares of common stock: · 409,092 105,000 3,876,624 995,000 · In aggregate, 4,285,716 1,100,000 2022 Issuances: During the twelve-month period ended December 31, 2022, the Company issued the following shares of common stock: · 875,001 175,000 3,884,793 776,960 · 59,625 11,925 1,055,580 211,116 · In aggregate, 5,874,999 1,175,001 Forward Stock Split On May 2, 2023, the Company effected a 3 for 1 forward stock split Stock Options On April 26, 2022, the board adopted, and by shareholder consent achieved on April 29, 2022, the shareholders approved the Company’s 2022 Equity Incentive Plan (the “2022 Plan”). The purposes of the 2022 Plan are (i) to attract and retain the best available personnel for positions of substantial responsibility, (ii) to provide additional incentives to Employees, Directors, and Consultants, and (iii) to promote the success of the Company’s business. On May 24, 2022, the Company granted stock options to purchase an aggregate of 5,025,000 0.20 The options vest quarterly starting on June 30, 2022, for 25% of the granted shares and then the remainder in equal installments over a one-and-one-half-year period and expire in 10 years from the date of the grant. On June 1, 2022, the Company granted stock options to purchase an aggregate of 80,004 0.20 The options vest quarterly in equal installments over a one-year period and expire in 10 years from the date of grant. On July 15, 2022, the Company granted stock options to purchase an aggregate of 450,000 0.20 The options vest quarterly starting on September 30, 2022, for 25% of the granted shares and then the remainder in equal installments over a three-quarter year period and expire in 10 years from the date of grant. On July 28, 2022, the Company granted stock options to purchase an aggregate of 150,000 0.20 The options vest quarterly starting on September 30, 2022, for 12.5 % of the granted shares and then the remainder in equal installments over a one-and-three-quarter-year period and expire in 10 years from the date of grant. On June 29, 2023, the board adopted, and by shareholder consent achieved on June 30, 2023, the shareholders approved the Company’s 2023 Equity Incentive Plan (the “2023 Plan”). The purposes of the 2023 Plan are (i) to attract and retain the best available personnel for positions of substantial responsibility, (ii) to provide additional incentives to Employees, Directors, and Consultants, and (iii) to promote the success of the Company’s business. The maximum aggregate number of shares of Common Stock that may be subject to awards under the 2023 Plan is 1,963,746 On July 1, 2023, the Company granted stock options to purchase an aggregate of 750,000 0.26 The options vest quarterly starting on October 1, 2023, in equal installments over a two-year period and expire in 10 years from the date of grant. On July 7, 2023, the Company granted stock options to purchase an aggregate of 300,000 0.26 The options vest quarterly starting on October 1, 2023, for 12.5% of the granted shares and then the remainder in equal installments over a one-and-one-half-year period and expire in 10 years from the date of grant. The fair value of the options granted was estimated on the date of grant using the Black-Scholes options pricing model, with the following weighted average assumptions: Schedule of assumptions Description As of December 31, 2022 As of December 31, 2023 Expected dividend yield 0.00 0.00 Expected stock volatility (a) 62.97 74.00 Risk-free interest rate 4.034 5.474 Expected life of options (years) 5.00 5.00 Expected forfeiture rate 0.00 0.00 Grant date fair value range per option issued $ 0.1024 0.1265 $ 0.1679 0.1679 (a) The Company's securities are not currently trading on any stock exchange. The volatility was calculated using three public companies int eh same industry as the Company. During the twelve-month periods ended December 31, 2023, and December 31, 2022, the Company recorded stock-based compensation expenses of $ 383,853 334,579 36,311 262,500 127,012 A summary of the changes in stock options outstanding on December 31, 2023, are presented below: Schedule of option activity Options Outstanding Number of Shares Weighted Average Exercise Price Balance, December 31, 2021 – n/a Issued 5,705,004 $ 0.20 Expired/Forfeited (93,750 ) $ 0.20 Exercised – n/a Balance, December 31, 2022 5,611,254 $ 0.20 Issued 1,050,000 $ 0.26 Expired/Forfeited – n/a Exercised – n/a Balance, December 31, 2023 6,661,254 $ 0.22 The Company has the following options outstanding and exercisable at December 31, 2023: Schedule of options outstanding and exercisable Issue Date Expiry Date Exercise Price Number of Options Remaining Life May 24, 2022 May 23, 2032 0.20 4,931,250 8.40 June 1, 2022 May 31, 2032 0.20 80,004 8.42 July 15, 2022 July 14, 2032 0.20 450,000 8.54 July 28, 2022 July 27, 2032 0.20 150,000 8.57 July 1, 2023 June 30, 2033 0.26 750,000 9.50 July 7, 2023 July 6, 2033 0.26 300,000 9.51 0.22 6,661,254 8.59 |