Stockholders’ Equity | Note 5 – Stockholders’ Equity Additional Paid-In Capital During the nine months ended July 31, 2022, $ 4,854,313 130,502 1,571,013 6,555,828 Preferred Shares Converted The authorized preferred stock of the Company consists of 5,000,000 3,000,000 as a result of the Reverse Stock Split, the conversion rate was adjusted such that each share of the Series A Preferred Stock is convertible into approximately 8.33 shares of Common Stock. 3,000,000 3,000,000 8.33 25,000,000 5,000,000 0 Common Shares Issued The Company implemented the Reverse Stock Split, effective prior to the opening of the market on July 20, 2021. The Reverse Stock Split was implemented by the Company in support of its application to list on the Nasdaq Capital Market (“Nasdaq”). As a result of the Reverse Stock Split at a ratio of 1-for-12 During the three months ended July 31, 2022, on June 14, 2022, stockholders of the Company exercised 3,000 3,000 5,700 876,286 1,571,890 The authorized Common Stock of the Company consists of 1,000,000,000 0.001 56,169,090 30,195,312 During the three months ended April 30, 2022, the Company issued 18,160 shares of Common Stock with the fair value of $ 18,160 to two vendors who provide legal and advertising and promotions services to the Company. Those vendors preferred to be paid in shares of Common Stock instead of cash for the services they performed and billed the Company. Warrant Shares Issued As part of the Company’s underwritten public offering in September 2021, the Company issued warrants to purchase a total of 4,053,750 1.90 876,286 1,571,890 0 4.25 The following is a summary of the stock warrant activity during the fiscal nine months ended July 31, 2022 and the year ended October 31, 2021. Share-based Payment Arrangement, Option, Activity Nine Months Ended July 31, 2022 Year Ended October 31, 2021 Number of Warrants Weighted Average Exercise Price Number of Warrants Weighted Average Exercise Price Warrants Outstanding at Beginning of the Period 3,173,922 $ 1.90 — $ 1.90 Granted — — 4,053,750 1.90 Exercised (876,286 ) 1.90 (879,828 ) 1.90 Warrants Outstanding and Exercisable at End of Period 2,297,636 $ 1.90 3,173,922 $ 1.90 Restricted Stock Unit Awards On November 5, 2021, the Company issued 61,250 shares of Common Stock to 7 employees in accordance with the vesting schedules set forth in restricted stock unit (“RSU”) agreements previously entered into with such employees, resulting in the recognition of approximately $110,250 of share-based compensation. Of the shares issued to employees, 19,866 shares were withheld by the Company to satisfy tax withholding obligations and/or satisfy cash settlement options to employees, equaling approximately $35,759. On February 5, 2022, the Company issued 62,006 shares of Common Stock to 7 employees in accordance with the vesting schedules set forth in RSU agreements previously entered into with such employees, resulting in the recognition of $62,006 of share-based compensation. Of the shares issued to employees, 24,058 shares were withheld by the Company to satisfy tax withholding obligations and/or satisfy cash settlement options to employees, equaling approximately $24,058. On March 4, 2022, the Company’s Board approved the termination of the RSU agreements with the consent of the employees. At the time these agreements were terminated, there remained 1,564,166 unvested RSUs with approximately $4,457,875 of related unvested compensation. Common Stock Compensation Transition Plan Stock Options During fiscal year 2021, the Company granted options exercisable for up to 150,000 shares of Common Stock of which 15,000 fully vested on March 17, 2021, 7,500 fully vested on June 30, 2021, 41,667 fully vested on December 1, 2021, 17,500 vested on March 17, 2022, 8,750 vest on June 30, 2022 and 1,248 vest over the next year on March 17, 2023 and June 30, 2023. The options have exercise prices ranging from $9.12 to $28.68 per share. On July 19, 2021, two of the stock option agreements, exercisable for an aggregate of 50,000 shares of Common Stock, were modified to accelerate the full vesting period from 3 years to 2 years. On June 24, 2022, 33,333 of the stock options reference above were canceled and a further 25,002 were cancelled in the current quarter. 2,448,412 376,249 On February 27, 2022, non-qualified stock options exercisable for up to 200,000 200,000 294.93 347,082 142,916 On April 22, 2022, non-qualified stock options exercisable for up to 75,000 75,000 80,984 25,515 The Company granted new options during the three months ended July 31, 2022. On May 18, 2022, non-qualified stock options exercisable for up to 500,000 500,000 193,451 321,546 On March 4, 2022 options exercisable for up to an aggregate of 1,385,600 The fair values of the options on the grant dates, as noted above, were approximately $ 3,948,948 2.85 294.55 10 1.62 493,619 2,797,172 1,151,771 Common Stock Compensation Transition Plan On June 24, 2022, non-qualified stock options exercisable for up to 875,000 shares of Common Stock were awarded to two officers and three board members of the Company. These stock options have a ten-year term from the grant date, with 375,000 fully vested on June 24, 2022, and 500,000 vest over the next 2 years on June 23, 2023 and June 23, 2024 . The fair value of the options on the grant dates was $1,504,990 using a Black-Scholes option pricing model with the following assumptions: stock price $1.72 per share (based on the quoted trading price on the date of grant), a computed volatility of 283.12%, expected term of 10 years, and a risk-free interest rate of 3.13%. As of July 31, 2022, the amortization expense and unamortized expense for these stock options for the three months ended July 31, 2022 was $712,183 and $792,807. These options have a weighted average remaining life of 9.43 9.78 0 Common Stock Compensation Transition Plan During the second quarter of fiscal year 2021 the Board and executive management began cost reduction discussions, including the reduction of non-cash items such as equity compensation awards. Those discussions stalled primarily due to the focus on other corporate events of significant value. In the first and second fiscal quarters of 2022, the Board resumed serious discussions, assessments, and evaluations regarding the equity compensation awarded to its officers and employees. The Board ultimately approved a stock option program for equity awards granted to its officers and employees. The Compensation Committee spent considerable time, effort, and resources designing this program, which was finalized in February 2022 and approved in March 2022. While evaluating and designing this program, the Compensation Committee did not utilize any aspects of value to the employees or other features. Therefore, the termination of the RSU program and the newly adopted stock option program were developed completely independent of each other and terminated and implemented, respectively, distinctly and simultaneously. Management concluded under ASC 718 these transactions are a cancelation and replacement whereby total compensation cost measured at the date of a cancellation and replacement is the portion of the grant-date fair value of the original award for which the service is expected to be rendered at that date plus the incremental cost resulting from the cancellation and replacement. Incremental cost is measured as the excess of the fair value of the replacement award over the fair value of the cancelled award at the cancellation date in which there was none since the fair value of the replacement award was less than the fair value of the canceled award. The outcomes of this decision and the transition on March 4, 2022 resulting in: (i) the termination of the RSU program for all executive officers and employees, consisting of 1,564,166 unvested RSUs and (ii) the implementation a new stock option program for executive officers and employees. The stock options granted pursuant to the program will have ten-year terms from the grant date, with one-half of the shares vesting on the grant date and the remaining one-half of the shares vesting on the first anniversary of the grant date. Please reference the Stock Options |