STOCKHOLDERS’ EQUITY | NOTE 5 – STOCKHOLDERS’ EQUITY The Company is currently authorized to issue up to 100,000,000 0.001 10,000,000 0.001 June 2022 Private Placement On June 16, 2022, the Company issued, in a private placement priced at-the-market under Nasdaq rules: (i) 977,657 977,657 3.58 3.5 Acquisition of the B2C segment of Aspire Global plc On October 1, 2021, in connection with the Acquisition, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “Investors”). Pursuant to the Subscription Agreements, the Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to such Investors, simultaneous with the closing of the Acquisition Agreement, an aggregate of 37,700 1,000.00 37,700,000 Pursuant to the Subscription Agreement, the Company has obtained shareholder approval of the conversion of the Preferred Stock and Warrants into Company common stock in compliance with the rules and regulations of the Nasdaq Stock Market (“Shareholder Approval”). The Preferred Stockholders are entitled to receive dividends, at a rate of 14.0% per annum, which shall be payable quarterly in arrears on January 1, April 1, July 1 and October 1, beginning on the first such date after the issuance date. With limited exceptions, the Preferred Stockholders will have no voting rights. The dividends can be paid in either cash or in the issuance of additional preferred shares. Upon any liquidation, dissolution or winding-up of the Company, the holders of the Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company available to shareholders, an amount equal to the greater of: (i) the purchase price for each share of Preferred Stock then held, or (ii) the amount the holders would have received had the holders fully converted the Preferred Stock to Company common stock, in each case, before any distribution or payment shall be made to the holders of the Company’s common stock. The Preferred Stock is convertible into Company common stock at an initial conversion price of $28.00 per share (“Conversion Price”); provided that the Conversion Price is subject to anti-dilution protection upon any subsequent transaction at a price lower than the Conversion Price then in effect. In addition, on December 31, 2022 and April 15, 2023 (each an “Adjustment Date”), the Conversion Price shall be adjusted to the lesser of: (i) the Conversion Price in effect on the Adjustment Date, or (ii) 85% of the average closing price of the Company’s common stock for the fifteen trading days prior to the Adjustment Date. The Warrants are exercisable and expire on the fifth anniversary thereafter. The Warrants were initially to be exercisable at an exercise price of $30.00 per share, provided that the exercise price is subject to anti-dilution protection upon any subsequent transaction at a price lower than the exercise price then in effect. Notwithstanding the foregoing anti-dilution provision, in connection with the $3.5 million offering completed in June 2022, the exercise price was reduced to $5.00. The Warrants can be exercised on a cashless basis if there is no effective registration statement registering, or no current prospectus available for, the resale of the ordinary shares underlying the Warrants. The holders of the Preferred Stock and Warrants will not have the right to convert or exercise any portion of the Preferred Stock and Warrants to the extent that, after giving effect to such conversion, such holder (together with certain related parties) would beneficially own in excess of 4.99% of the Company’s common stock outstanding immediately after giving effect to such conversion or exercise. Shares issued in the prior year During the three months ended December 31, 2020, the Company received gross cash proceeds of $ 4,000,000 2,000,000 351,929 173,625 2.00 228,500 In January 2021, the Company sold 250,014 750,042 30,314 8,750 3 5 228,500 In April 2021, the Company completed its IPO and issued 2,400,000 14,400,000 13,514,200 885,800 168,000 7.20 5,474,076 2020 Stock Plan In December 2020, the Company adopted the 2020 Stock Plan, or the 2020 Plan. The 2020 Plan is a stock-based compensation plan that provides for discretionary grants of stock options, stock awards, stock unit awards and stock appreciation rights to key employees, non-employee directors and consultants. Under the 2020 Plan, the aggregate value of all compensation granted or paid to any individual for service as a non-employee director with respect to any calendar year, including awards granted under the 2020 Plan and cash fees paid to such non-employee director, will not exceed $300,000 in total value. For purposes of this limitation, the value of awards is calculated based on the grant date fair value of such awards for financial reporting purposes. The number of shares of the common stock that may be issued under the 2020 Plan is 5,000,000 4,065,782 934,218 Common Stock Awards During the nine months ended June 30, 2022, the Company agreed to award a total of 406,600 1,574,200 During the nine months ended June 30, 2022, the Company recognized a total of $ 4,341,090 9,950,657 Warrants As discussed above, the Company has issued common stock warrants in connection with its fundraising activities to preference shareholders, its lender and convertible notes issued during the nine months ended June 31, 2022. The following table summarizes warrant activity during the nine months ended June 30, 2022: Schedule of warrant activity Common Stock Warrants Shares Weighted Weighted Outstanding at September 30, 2021 2,199,541 $ 0.93 4.04 Granted 4,761,582 22.66 4.53 Cancelled – – – Expired – – – Exercised (895,375 ) (1.84 ) ( 3.77 ) Outstanding at June 30, 2022 6,065,748 $ 17.86 4.24 Exercisable at June 30, 2022 6,065,748 $ 17.86 4.25 At June 30, 2022, the outstanding and exercisable common stock warrants had an estimated intrinsic value of $ 6,866,048 2 28.95 0 0.18 1.18 2.5 5 0.25 28 42.14 Options The following table summarizes option activity during the nine months ended June 30, 2022: Schedule of option activity Common Stock Options Shares Weighted Weighted Outstanding at September 30, 2021 2,344,348 $ 2.57 8.39 Granted 154,000 11.78 8.95 Cancelled (26,000 ) (8.73 ) 9.33 Expired – – – Exercised – – – Outstanding at June 30, 2022 2,472,348 $ 3.08 8.09 Exercisable at June 30, 2022 1,140,348 $ 0.84 8.20 During the nine months ended June 30, 2022, the Company recognized stock-based compensation expense of $ 968,401 1,683,448 3,465,493 The Company estimated the fair value of the stock options awarded using a Black-Scholes option pricing model and the following assumptions: 1) stock price of $ 3 31.33 0 0.85 1.20 3.5 6.25 0.25 31.33 42.14 |