Stockholders’ Equity | 6. 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 43,502,145 43,285,716 2024 Issuances: During the six-months ended June 30, 2024, the Company issued the following shares of common stock: · 216,429 0.26 56,272 28,136 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 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”), which allows awards for up to 5,850,000 options to purchase 5,850,000 5,611,254 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”), which allows awards for up to 1,963,746 options to purchase 1,963,746 1,175,000 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. On January 25, 2024, the Company granted stock options to purchase an aggregate of 75,000 0.26 The options vest quarterly starting on March 31, 2024, for 25% of the granted shares and then the remainder in equal installments at each quarter-end through the end of 2024 and expire in 10 years from the date of grant. On February 13, 2024, the Company granted stock options to purchase an aggregate of 50,000 0.26 The options vest quarterly starting on March 31, 2024, for 25% of the granted shares and then the remainder in equal installments at each quarter-end through the end of 2024 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: Description As of June 30, 2023 As of June 30, 2024 Expected dividend yield 0.00 0.00 Expected stock volatility (a) 62.97 67.20 Risk-free interest rate 4.034 5.027 Expected life of options (years) 3.00 5.00 3.00 5.00 Expected forfeiture rate 0.00 0.00 Grant date fair value per option $ 0.1024 0.1265 $ 0.1251 0.1679 (a) At the time of determination of expected stock volatility, the Company's securities were not currently trading on any stock exchange. The expected stock volatility was estimated using three public companies in the same industry as the Company. As the Company's securities are now trading on the OTCQB listing, future issuances will attempt to use the historical volatility of the Company to the extent that there is sufficient history and volume to produce a meaningful expected stock volatility value, otherwise, the same pre-public method using three comparable companies will be used until the history and volumes traded are sufficiently representative. During the six-months ended June 30, 2024 and June 30, 2023, the Company recorded stock-based compensation expenses of $ 52,986 179,617 26,494 89,468 89,664 7,055,067 1.25 A summary of the changes in stock options outstanding at June 30, 2024 are presented below: Schedule of changes in stock options outstanding 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 $ 0.21 Issued 125,000 0.26 Expired/Forfeited – n/a Exercised – n/a Balance, March 31, 2024 6,786,254 $ 0.21 Issued – n/a Expired/Forfeited – n/a Exercised – n/a Balance, June 30, 2024 6,786,254 $ 0.21 The Company has the following options outstanding and exercisable at June 30, 2024: 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 7.90 June 1, 2022 May 31, 2032 0.20 80,004 7.93 July 15, 2022 July 14, 2032 0.20 450,000 8.05 July 28, 2022 July 27, 2032 0.20 150,000 8.08 July 1, 2023 June 30, 2033 0.26 750,000 9.01 July 7, 2023 July 6, 2033 0.26 300,000 9.02 January 25, 2024 January 24, 2034 0.26 75,000 9.58 February 13, 2024 February 12, 2034 0.26 50,000 9.63 0.21 6,786,254 8.12 |