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: ● 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 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 September 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 September 30, 2023 and December 31, 2022, the Company had 903 Common Stock The Company has authorized 3,000,000,000 common shares with a par value of $ 0.01 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. During the nine months ended September 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 During the nine months ended September 30, 2023, the Company issued the following unregistered securities: ● 625,000 100,000 ● 500,000 65,000 ● 311,159 43,805 ● 1,455,784 285,338 As at September 30, 2023, and December 31, 2022, the Company had 157,201,261 154,309,318 The above securities were issued in reliance on the exemption from registration provided by Section 4.(a)(2) of the Securities Act of 1933, as amended, and/or in reliance on the exception from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended. Warrants The Company identified conversion features embedded within warrants issued during the nine months ended September 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 nine-month period ended September 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, September 30, 2023 2,538,101 $ 0.32 3.52 Exercisable Warrants, September 30, 2023 2,538,101 $ 0.32 3.52 The following table summarizes information relating to outstanding and exercisable warrants as of September 30, 2023: SUMMARY OF INFORMATION RELATING TO OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding Warrants Exercisable Number of Warrants Weighted Average Remaining Contractual life (in years) Weighted Average Exercise Price Number of Shares Weighted Average Exercise Price 941,599 3.43 $ 0.34 941,599 $ 0.34 472,205 3.44 0.34 472,205 0.34 562,149 3.57 0.35 562,149 0.35 281,074 3.65 0.22 281,074 0.22 281,074 3.74 0.22 281,074 0.22 2,538,101 3.52 $ 0.32 2,538,101 $ 0.32 As at September 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 before the award is fully vested is not recognized as an expense, and any previously recognized costs are reversed upon forfeiture. As a result, the remaining unvested stock compensation of $ 1,600,548 659,052 Stock Options On April 1, 2023, the Company granted options for purchasing 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 on May 22, 2022. Our stock option grant general policy is options vest 40% on the Grant Date, which is 90 days after commencement of service (typically the hire date), and the remaining vest monthly over two years and has a maximum term of ten years. Two executives with long-term service over two years and nine months were 100% vested on the 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 nine 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 September 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 Nine Months Ended September 30, 2023 Expected term 5.00 5.00 Expected average volatility 195 199 % Expected dividend yield 0 % Risk-free interest rate 3.73 4.49 % The following summarizes the stock options activity for the nine months ended September 30, 2023: SUMMARY OF STOCK OPTION ACTIVITY Options Weighted-Average Outstanding Exercise Price Balance as of December 31, 2022 - $ - Grants 14,400,000 0.16 Exercised - - Cancelled - - Balance as of September 30, 2023 14,400,000 $ 0.16 The following summarizes certain information about stock options vested and expected to vest as of September 30, 2023: SUMMARY OF STOCK OPTION VESTED AND EXPECTED TO VEST Options Outstanding Options Exercisable Number of Options Weighted Average Remaining Contractual life (in years) Weighted Average Exercise Price Number of Shares Weighted Average Exercise Price 3,360,000 2.22 $ 0.04 3,360,000 $ 0.069 960,000 0.63 0.01 960,000 0.018 3,360,000 2.22 0.04 1,764,000 0.031 4,800,000 3.17 0.05 2,160,000 0.032 1,920,000 1.27 0.02 864,000 0.013 14,400,000 9.51 $ 0.16 9,108,000 0.16 As of September 30, 2023, and December 2022, there were $ 735,662 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 issuing 103,000 51,500 On March 4, 2022, the Company entered into an Equity Financing Agreement (“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 September 24, 2022. During the year ended December 31, 2022, and through September 30, 2023, GHS subsequently provided $ 0 In consideration for entering the EFA, on March 4, 2022, the Company issued 587,039 234,522 |