Stockholders' Equity | 11. Stockholders' Equity Preferred Stock The Company has authorized a total of 5,000,000 shares of preferred stock, par value $0.001 per share. No preferred shares have been designated by the Company as of December 31, 2022 and 2021. Common Stock On December 7, 2022, the Company amended its Certificate of Incorporation with the State of Delaware to increase the number of authorized common shares to 400,000,000 Private Placements of Common Stock On February 3, 2021, Gaming Technologies, Inc. (the “Company”) entered into a Securities Purchase Agreement with certain accredited investors (“Purchase Agreement”), pursuant to which the Company sold an aggregate of 1,606,600 4,016,500 360,000 3,656,500 144,000 2.50 5 Under the terms of the Purchase Agreement, each investor was granted customary piggyback registration rights in the event the Company proposes to register the offer and sale of any shares of its common stock, subject to the limitations set forth in the Purchase Agreement, such as a registration statement solely relating to an offering or sale to employees or directors of the Company pursuant to employee stock plan or in connection with any dividend or distribution. The Purchase Agreement also provides the investors the option and right to participate in future capital raising transactions at the same purchase price and on the same terms and conditions as other investors participating in such transactions, for an aggregate purchase price of up to $6,000,000. If, at any time during the twelve months following sale of the Shares, the Company issues or sells shares of common stock or common stock equivalents, except for certain exempt issuances as described in the Purchase Agreement, at a price below $2.50 per share, then immediately upon such issuance or sale, the Company will deliver to the investors that number of restricted shares of common stock equal to the difference between the number of Shares purchased by the investor pursuant to this Purchase Agreement and the number of shares of common stock the investor would have received for the investor’s subscription amount at the dilutive issuance price. In March 2021, the Company sold 10,000 25,000 In August 2021, the Company sold 538,694 1,750,752 210,927 1,539,825 40,175 3.25 5 We agreed with purchasers in our August 2021 private placement that if, at any time during the 12 months following sale of the shares, we issue or sell shares of common stock or common stock equivalents, except for certain exempt issuances as described in the purchase agreement, at a price below $ 3.25 On November and December 2022, the Company and three existing investors modified the Securities Purchase Agreements, originally dated March 10, 2021, between the existing investors and the Company such that: (a) the purchase price per share was modified to equal $ 0.25 8,401,500 92,423 8,309,077 2,077,269 Private placements in 2022 During 2022, the Company entered into a Securities Purchase Agreements with accredited investors whereby the Company issued 3,880,600 970,150 65,000 905,150 80,000 3,960,600 Shares Issued for Services On October 21, 2020, the Company entered into an agreement with a consultant to serve as a board advisor. The term of the agreement is for one year and may be renewed at the end of the term. Compensation consists of the following stock grants: 50,000 50,000 112,500 On November 6, 2020, the Company entered into an agreement with a consultant to serve as a board advisor. The term of the agreement is for one year and may be renewed at the end of the term. Compensation consists of the following stock grants: 50,000 125,000 In January 2021, the Company entered into two agreements with two consultants to provide investor relation services to the Company. The agreements are for a term of one year 1 200,000 500,000 In February 2021, the Company entered into an internet advertising campaign with a consultant. The contract is for a term of one year 1 20,000 333,334 833,335 On October 20, 2021, Steven M. Plumb, CPA, was appointed as the Company’s chief financial officer through a contract (the “Clear Agreement”) with Mr. Plumb’s entity, Clear Financial Solutions (“Clear”), pursuant to which Clear is paid $ 10,000 August 16, 2022 30,000 67,500 During October 2021, the Company issued restricted stock grants to various consultants for services performed for the Company totaling 65,800 214,575 During 2022, the Company issued 1,480,000 570,504 540,000 135,000 135,000 In October 2022, the Company issued 600,000 150,000 Warrants A summary of warrant activity for the year ended December 31, 2022 is presented below: Schedule of warrant activity Warrants Weighted Weighted Aggregate Outstanding on December 31, 2020 90,000 $ 2.50 3.90 $ – Granted 1,450,141 3.13 4.70 – Exercised – – – – Outstanding on December 31, 2021 1,540,141 $ 2.63 4.51 $ – Granted 545,454 2.63 4.00 – Exercised – – – – Outstanding on December 31, 2022 2,085,595 $ 2.63 3.55 $ – During the years ended December 31, 2022 and 2021, the Company issued 0 184,175 In November 2021, in connection with the issuance of the Secured Convertible Notes discussed in Note 7, the Company issued warrants to purchase an aggregate of 727,273 shares of the Company’s common stock. The relative fair value of the warrants at the date of grant was determined to be $ 735,167 . In November 2021, the Company issued warrants to purchase 538,693 1,193,803 In November 2022, the Company issued warrants to purchase 545,454 136,418 The fair value of the warrants issued in 2022 and 2021 was determined by a black scholes pricing model with the following assumptions: Schedule of assumptions 2022 2021 Expected volatility 624.41 97.04 Weighted-average volatility 1248.82 216.98 Expected dividends 0 0 Expected term (in years) 4 5 Risk-free interest rate 4.27 1.26 The warrants issued in 2021 are exercisable at an exercise price equal to the lower of (x) $2.75 per share and (y) the price of the common stock of the Company in a Qualified Offering (as defined in the Note Agreement at Note 7), subject to adjustment as described below, and the Warrants are exercisable for five years after the issuance date. The Warrants are exercisable for cash at any time and are exercisable on a cashless basis at any time there is no effective registration statement registering the shares of common stock underlying the Warrants. The exercise price of the Warrants is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock and also upon any distributions of assets, including cash, stock or other property to the Company’s stockholders. The exercise price of the Warrants is also subject to “full ratchet” price adjustment if the Company issues common stock or equivalents at a price per share lower than the then-current exercise price of the Warrant, as described above for the conversion price of the Note (see Note 7.) The warrants issued in 2022 are exercisable at an exercise price equal to the lower of (x) $2.75 per share and (y) the price of the common stock of the Company in a Qualified Offering (as defined in the Note Agreement at Note 7), subject to adjustment as described below, and the Warrants are exercisable for five years after the issuance date. The Warrants are exercisable for cash at any time and are exercisable on a cashless basis at any time there is no effective registration statement registering the shares of common stock underlying the Warrants. The exercise price of the Warrants is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock and also upon any distributions of assets, including cash, stock or other property to the Company’s stockholders. The exercise price of the Warrants is also subject to “full ratchet” price adjustment if the Company issues common stock or equivalents at a price per share lower than the then-current exercise price of the Warrant, as described above for the conversion price of the Note (see Note 7.) Stock-option plan On May 21, 2021, the shareholders of the Company approved the Company’s 2021 Equity Incentive Plan (the “2021 Plan”). The purposes of the 2021 Plan are to (a) enable the Company to attract and retain the types of employees, consultants and directors who will contribute to the Company’s long-term success; (b) provide incentives that align the interests of employees, consultants, and directors with those of the shareholders of the Company; and (c) promote the success of the Company’s business. The persons eligible to receive awards are the employees, consultants, and directors of the Company and such other individuals designated by the 2021 Plan’s administrative committee (the Committee) who are reasonably expected to become employees, consultants, and directors after the receipt of Awards. Awards that may be granted under the Plan include: (a) Incentive Stock Options, (b) Non-qualified Stock Options, (c) Stock Appreciation Rights, (d) Restricted Awards, (e) Performance Share Awards, (f) Cash Awards, and (g) Other Equity-Based Awards. 3,000,000 shares are available for issuance under the 2021 Plan. The shares available for issuance may be increased annually by the lesser of four percent (4%) of the number of shares of common stock issued and outstanding on the immediately preceding December 31 or such number of shares of common stock as determined by the Committee no later than the immediately preceding December 31. As of December 31, 2022 and 2021, the Company did no |