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, 2023, 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 an 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 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 £ 434,060 550,468 200,000 345,220 281,000 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 of March 31, 2024 and December 31, 2023, the Company had 903 Common Stock The Company has authorized 3,000,000,000 0.01 During the three months ended March 31, 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 During the three months ended March 31, 2024, the Company did not issue unregistered securities. As of March 31, 2024, and December 31, 2023, the Company had 159,690,447 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 three months ended March 31, 2023. 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 three-month period ended March 31, 2024, follows: SUMMARY OF WARRANTS ACTIVITY Warrants Outstanding Weighted Average Number of Weighted Average Remaining life Warrants Exercise Price (years) Outstanding, December 31, 2023 2,538,101 $ 0.32 4.27 Granted - - - Exercised - - - Forfeited/canceled - - - Outstanding, March 31, 2024 2,538,101 $ 0.32 3.52 Exercisable Warrants, March 31, 2024 2,538,101 $ 0.32 3.52 The following table summarizes information relating to outstanding and exercisable warrants as of March 31, 2024: SUMMARY OF INFORMATION RELATING TO OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding Warrants Exercisable Number of Weighted Average Remaining Contractual life (in years) Weighted Average Number of Shares Weighted Average 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 of March 31, 2024, the intrinsic value of the warrants is $ 0 2022 Equity Incentive Plan On April 1, 2023, the Company granted options for purchasing our Common stock to executives, management, and a non-executive director as consideration for time served. The Board of Directors determine the terms of the stock option grants that are consistent with our 2022 Equity Incentive Plan. Our stock option grant general policy is that options vest 40% after 90 days of service, and the remaining options vest monthly over two years. The maximum term is ten years. The following table summarizes the stock options activity for the three months ended March 31, 2024: SUMMARY OF STOCK OPTION ACTIVITY Number of Shares Weighted-Average Exercise Price (per share) Outstanding as of December 31, 2023 14,400,000 $ 0.1560 Granted - - Exercised - - Forfeited or expired - - Outstanding at March 31, 2023 14,400,000 $ 0.1560 Exercisable at March 31, 2024 10,788,000 Weighted-average fair value of options granted in the period $ 0.1560 The total intrinsic value of options on March 31, 2023, is zero because the closing stock price was below the weighted average exercise value. The weighted average fair value of stock options granted is based on the Black-Scholes option pricing model using the following weighted average assumptions. SCHEDULE OF THE WEIGHTED AVERAGE FAIR VALUE OF STOCK OPTIONS Three Month March 31, 2024 Expected life in years 9.01 Risk-free interest rate 4.20 % Annual forfeiture rate 0 % Volatility 221 % Expected dividend yield 0 % The following table summarizes certain information regarding the Company’s non-vested shares as of the three-month period ended March 31, 2024: SCHEDULE OF NON-VESTED SHARES Number of Shares Weighted-Average Non-vested as of December 31, 2023 14,400,000 $ 0.1560 Granted - - Forfeited or expired - - Vested (10,788,000 ) 0.1560 Non-vested as of March 31, 2024 3,612,000 $ 0.1560 The following table summarizes the stock options exercisable for the three-month period ended March 31, 2024: SUMMARY OF STOCK OPTION ACTIVITY OUTSTANDING AND EXERCISABLE Options Options Outstanding Exercisable Number of shares 14,400,000 10,788,000 Weighted-average contractual life in years 9.01 9.01 Weighted-average exercise price $ 0.1560 $ 0.1614 Intrinsic value $ 0.00 $ 0.00 As of March 31, 2024, the Company recognized $ 108,990 517,783 |