STOCKHOLDERS’ EQUITY | NOTE 10 - STOCKHOLDERS’ EQUITY Preferred Stock The Company has authorized 25,000,000 0.001 Series C Convertible Preferred Stock On March 4, 2022, the Company filed a Certificate of Designation with the Wyoming Secretary of State, which established 2,000 1,200 The Company has the right to redeem the Series C Convertible Preferred Stock in accordance with the following schedule: ● If all of the Series C Convertible Preferred Stock are redeemed within 90 calendar days from the issuance date thereof, the Company shall have the right to redeem the Series C Convertible Preferred Stock upon three business days of written notice at a price equal to 115% of the Stated Value together with any accrued but unpaid dividends. ● If all of the Series C Convertible Preferred Stock is redeemed after 90 calendar days from the issuance date thereof, the Company shall have the right to redeem the Series C Convertible Preferred Stock upon three business days of written notice at a price equal to 120% of the Stated Value together with any accrued but unpaid dividends; and ● The Company shall pay a dividend of 8% The Series C Convertible Preferred Stock will vote together with the common stock on an as-converted basis subject to the Beneficial Ownership Limitations (as set forth in the Certificate of Designation). Each share of the Series C Convertible Preferred Stock is convertible, at any time and from time to time from and after the issuance at the option of the Holder thereof, into that number of shares of Common Stock (subject to Beneficial Ownership Limitations) determined by dividing the Stated Value of $ 1,200 0.3202 On March 4, 2022, the Company entered into a Securities Purchase Agreement (the “GHS Securities Purchase Agreement”) with GHS Investments, LLC (“GHS”), whereby GHS agreed to purchase, in tranches, up to $ 700,000 700 On March 4, 2022, the Company issued to GHS the first tranche of 300 35 941,599 75% GHS delivered gross proceeds of $ 266,000 On March 9, 2022, the Company entered a Securities Purchase Agreement with Proactive Capital Partners LP (“Proactive”), whereby Proactive agreed to purchase 160 The Company agreed to issue Proactive commitment shares of 8 472,205 75% On March 9, 2022, the Company issued 168 290,000 On April 24, 2022, the Company issued the second tranche of 200 562,149 184,000 On May 25, 2022, the Company issued the third tranche of 100 281,074 92,000 On June 24, 2022, the Company issued the fourth tranche of 100 281,074 92,000 On September 7, 2022, our wholly owned subsidiary, Bubblr Limited, entered into a new loan agreement (the “Loan Agreement”) with Mr. Morris for £ 434,060 550,468 GHS Investments, LLC agreed to waive a prohibition on borrowing over $200,000 found in our Certificate of Designation for the Series C Preferred Stock 345,220 281,000 64,220 71,703 As a result of the above transactions, the Company received total net proceeds of $ 789,000 721,275 28,043 95,768 As at June 30, 2023 and December 31, 2022, the Company had 903 Common Stock The Company has authorized 3,000,000,000 0.01 During the six months ended June 30, 2023 and 2022, the Company issued common shares as follows: During the six months ended June 30, 2022, the Company issued the following unregistered securities: ● 147,960 75,460 ● 67,079 22,980 ● 7,597,244 1,979,082 ● 587,039 ● 206,000 ● 903 75% Six months ended June, 2023, the Company issued the following unregistered securities: ● 312,500 50,000 ● 500,000 65,000 ● 311,159 43,805 ● 1,455,784 285,338 As at June 30, 2023 and December 31, 2022, the Company had 156,888,761 154,309,318 Warrants The Company identified conversion features embedded within warrants issued during the six months ended June 30, 2022. The Company has determined that the conversion feature of the Warrants represents an embedded derivative since the conversion price includes a reset provision which could cause adjustments in redemption value and the number of shares issued upon exercise (see Note 9 - Warrant Liability). A summary of activity during the six-month period ended June 30, 2023 follows: SUMMARY OF WARRANTS ACTIVITY Warrants Outstanding Weighted Average Number of Weighted Average Remaining life Warrants Exercise Price (years) Outstanding, December 31, 2022 2,538,101 $ 0.32 4.27 Granted - - - Exercised - - - Forfeited/canceled - - - Outstanding, June 30, 2023 2,538,101 $ 0.32 3.77 Exercisable Warrants, June 30, 2023 2,538,101 $ 0.32 3.77 The following table summarizes information relating to outstanding and exercisable warrants as of June 30, 2023: SUMMARY OF INFORMATION RELATING TO OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding Warrants Exercisable Weighted Average Remaining Number of Warrants Contractual life Weighted Average Exercise Price Number of Shares Weighted Average Exercise Price 941,599 3.68 $ 0.34 941,599 $ 0.34 472,205 3.69 0.34 472,205 0.34 562,149 3.82 0.35 562,149 0.35 281,074 3.90 0.22 281,074 0.22 281,074 3.90 0.22 281,074 0.22 2,538,101 3.77 $ 0.32 2,538,101 $ 0.32 As at June 30, 2023, the intrinsic value of the warrants is $ 0 2022 Equity Incentive Plan Restricted Stock Units On May 25, 2022, our board of directors and majority shareholders approved the adoption of the Bubblr, Inc. 2022 Equity Incentive Plan (the “2022 Equity Incentive Plan”) and, unless earlier terminated, will continue until May 25, 2032. A total of 28,400,000 If the employee is terminated for cause, the employee will forfeit the Restricted Stock Units (“RSUs”) awarded to date. During the year ended December 31, 2022, the Company issued pursuant to the 2022 Equity Incentive Plan, a total of 8,400,000 4,200,000 8,400,000 The RSUs were valued at $ 2,259,600 0.269 659,052 1,600,548 On January 31, 2023 (the “Termination Date”), the award of 8,400,000 1,600,548 659,052 Stock options On April 1, 2023, the Company granted options for the purchase of our Common stock to certain employees and non-employees as consideration for services rendered. The terms of the stock option grants are determined by our Board of Directors consistent with our 2022 Equity Incentive Plan which the Board adopted May 22, 2022. Our stock option grant general policy is options vest 40% on Grant Date, which is 90 days after commencement of service (typically the hire date) and the remaining vest monthly over 2 years and have a maximum term of ten years. Two executives with long term service in excess of 2 years and nine months were 100% vested on Grant Date. The Company determined our option liabilities to be a Level 3 fair value measurement during the year based on management’s estimate of the expected future cash flows required to settle the liabilities and used the Black Scholes pricing model to calculate the fair value as of the Grant Date of the options. The Black Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each warrant is estimated using the Black-Scholes valuation model. For the period ended June 30, 2023, the estimated fair values of the warrant liabilities measured on a recurring basis are as follows: SCHEDULE OF ESTIMATED FAIR VALUES OF WARRANT LIABILITIES Six Months Ended June 30, 2023 Expected term 5.00 5.00 Expected average volatility 195 197% Expected dividend yield 0 % Risk-free interest rate 3.65 3.73% The following summarizes the stock options activity for the six months ended June 30, 2023: SUMMARY OF STOCK OPTION ACTIVITY Options Outstanding Weighted-Average Exercise Price Balance as of December 31, 2022 - $ - Grants 7,680,000 0.17 Exercised - - Cancelled - - Balance as of June 30, 2023 7,680,000 $ 0.17 The following summarizes certain information about stock options vested and expected to vest as of June 30, 2023: SUMMARY OF STOCK OPTION VESTED AND EXPECTED TO VEST Options Outstanding Options Exercisable Weighted Average Remaining Number of Options Contractual life Weighted Average Exercise Price Number of Shares Weighted Average Exercise Price 3,360,000 4.27 $ 0.08 3,360,000 $ 0.11 960,000 1.22 0.02 960,000 0.03 3,360,000 4.27 0.07 1,512,000 0.04 7,680,000 9.76 $ 0.17 5,832,000 As of June 30, 2023 and December 2022, there was $ 298,840 0 Equity Financing Agreements On February 1, 2022, Bubblr, Inc. entered into a Stock Purchase Agreement (the “SPA”) and Registration Rights Agreement with White Lion Capital LLC (“WLC”). Pursuant to the SPA, the Company had the right, but not the obligation, to cause WLC to purchase up to $10 million of our common stock during the period beginning on February 1, 2022, and ending on the earlier of (i) the date on which the WLC had purchased $10 million of our common stock pursuant to the SPA, or (ii) December 31, 2022. In consideration for entering into the SPA, on February 1, 2022 the Company issued 103,000 93,792 On March 22, 2022, the Company entered into a Termination and Release Agreement with WLC to extinguish the SPA and Registration Rights Agreement in exchange for the issuance of 103,000 51,500 On March 4, 2022, the Company entered into an Equity Financing Agreement (the “EFA”) and Registration Rights Agreement with GHS Investments LLC (“GHS”). Under the terms of the EFA, GHS agreed to provide the Company with up to $ 15 The registration statement on Form S-1 was effective as of June 24, 2022. During the year ended December 31, 2022 and through June 30, 2023 and subsequently, GHS has provided $ 0 In consideration for entering the EFA, on March 4, 2022 the Company issued 587,039 234,522 |