Stockholders’ Equity | Note 7 – Stockholders’ Equity Pursuant to the Company’s amended and restated articles of incorporation, the Company is authorized to issue 100,000,000 0.00001 20,000,000 0.00001 Series A Preferred Shares The Series A Preferred Stock, in accordance with its terms, is automatically convertible into a number of shares of the Company’s common stock upon the closing of the sale of shares of common stock to the public in a qualified offering (as set forth in the Series A certificate of designation) or upon listing of the Company’s common stock on a national securities exchange. During the year ended December 31, 2022, the Company converted 1,213 336,810 336,810 90 4.00 3.60 4.00 three years For the year ended December 31, 2022, the Company accrued $ 71,009 8.5 103,062 402,068 331,059 For the year ended December 31, 2022, the Company paid the dividend payable balance of $ 402,068 100,517 As of December 31, 2022, the Company had no 1,213 Common Stock As of December 31, 2022 and December 31, 2021, the Company had 13,603,129 9,312,152 27,989 20,626 21,530 839 During the year ended December 31, 2022, the Company issued: Schedule of Sale of Equity or Issued Issuance Shares Value $ Public offering (1) 1,409,771 10,008,095 Notes payable 147,500 588,524 Warrant exercises (2) 2,267,551 590,574 Common stock payable 839 16,340 Preferred Share and Dividends Payable (3) 437,327 402,068 (1) Value is net of $ 1,430,582 (2) Includes 197,273 180,280 1,409,771 (3) Includes 336,810 1,213 100,517 Common Stock to be Issued On June 4, 2018, $ 120,250 6,182 19.44 16,340 839 16,340 Warrants The Series A Preferred Stock sold in the Company’s 2018 and 2019 private placement offerings included warrants to be issued upon the earlier of a closing of the sale of shares of common stock to the public at a prices per share of at least $ 13.88 15,000,000 13.88 13.88 20.82 12.49 13.88 13.88 13.88 20.82 Effective April 6, 2022, the Company amended its certificate of designation for the Series A Preferred Stock (the “Amended Series A Preferred Certificate of Designation”) in order to modify the conditions pursuant to which the Series A Preferred Stock would automatically convert. Under the Amended Series A Certificate of Designation, the automatic conversion feature was amended so as to allow for conversion upon completion of a $ 10,000,000 5.00 Current accounting principles that are provided in ASC 815 - Derivatives and Hedging require derivative financial instruments to be classified in liabilities and carried at fair value with changes recorded in income. The Company has selected the Binomial Option Pricing valuation technique to fair value the compound embedded derivative. Inherent in a binomial options pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate, and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility of comparable companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The derivative warrant liability linked to the Series A Preferred Stock as of December 31, 2022 and December 31, 2021 was $ 0 94,025 94,025 30,971 The estimated fair values of the liability measured on a recurring basis are as follows: Schedule of Stock Options, Valuation Assumptions December 31, December 31, 2022 2021 Expected average volatility 84.87 % 85.50 % Dividend yield - - Expected life 2.08 2.33 Risk-free interest rate 2.45 % 0.73 % A continuity schedule of the Series A Preferred Stock warrants is set forth below: Schedule of Warrants Activity Number of Warrants Weighted Average Exercise Price Weighted Average Life (years) Outstanding, December 31, 2020 48,532 $ 24.98 3.33 Granted - - - Forfeited - - - Exercised - - - Outstanding and Exercisable, December 31, 2021 48,532 $ 24.98 2.33 Granted - - - Forfeited - - - Exercised (48,532 ) 24.98 - Outstanding and Exercisable, December 31, 2022 - $ - - A continuity schedule of the common stock warrants is set forth below: Number of Warrants Weighted Average Exercise Price Weighted Average Life (years) Outstanding, December 31, 2021 - $ - - Issued (1) 2,641,354 0.75 4.75 Forfeited - - - Exercised (2) (2,284,544 ) 0.26 - Outstanding and Exercisable, December 31, 2022 356,810 $ 3.92 2.79 (1) Issued warrants include those issued on conversion of Notes Payable - 677,500 20,000 336,810 1,607,044 (2) Includes 197,273 180,280 Equity Incentive Plan Our 2018 Equity Incentive Plan provides for equity incentives to be granted to our employees, executive officers or directors and to key advisers and consultants. Equity incentives may be in the form of stock options with an exercise price of not less than the fair market value of the underlying shares as determined pursuant to the 2018 Equity Incentive Plan, restricted stock awards, other stock-based awards, or any combination of the foregoing. The 2018 Equity Incentive Plan is administered by the Company’s compensation committee. We have reserved 3,000,000 419,754 Restricted Stock Units On August 16, 2019, five individuals were appointed to the Board of Directors of the Company to serve as directors. Each individual entered into an agreement outlining the terms of their service as a director and pursuant to which they would each receive a grant of $ 75,000 25,000 During the year ended December 31, 2022 and 2021, pursuant to the agreements with directors and officers, compensation expense for the RSUs of $ 403,956 910,067 As of December 31, 2022, there was $ 61,111 A continuity schedule of the Restricted Stock Units (RSUs) is set forth as follows: Schedule of Restricted Stock Units (RSUs) Number of RSU Weighted Average Exercise Price Outstanding, December 31, 2020 64,586 $ 22.76 Granted - Forfeited (900 ) 27.76 Outstanding, December 31, 2021 63,686 $ 23.87 Granted 35,588 2.81 Forfeited - Outstanding, December 31, 2022 99,274 $ 15.06 Vested, December 31, 2022 75,549 $ 20.56 |