Stockholders' Equity | Stockholders’ Equity On October 13, 2022, the Company effected a 1-for-20 reverse split ("Reverse Stock Split") of our authorized and outstanding shares of common stock. As a result of the Reverse Stock Split, all authorized and outstanding common stock and per share amounts in this Quarterly Report on Form 10-Q, including but not limited to, the consolidated financial statements and footnotes included herein, have been adjusted to reflect the Reverse Stock Split for all periods presented. Preferred Stock The Company has 50,000,000 shares of preferred stock authorized. The Company has designated a Series A Preferred Stock, Series B Preferred Stock, and a Series C Preferred Stock. Series A Preferred Stock The Company has designated 10,000,000 shares of Series A Preferred Stock, par value of $0.0001. As of March 31, 2023 and December 31, 2022, the Company has 5,875,000 shares of Series A Preferred Stock issued and outstanding. For the three months ended March 31, 2023, the Company recognized $18,269 in Series A dividends, all of which has been paid as of March 31, 2023. Series B Preferred Stock The Company has designated 10,000,000 shares of Series B Preferred Stock, par value of $0.0001. As of March 31, 2023 and December 31, 2022, the Company has 0 shares of Series B Preferred Stock issued and outstanding. Series C Preferred Stock The Company has designated 10,000,000 shares of Series C Preferred Stock, par value of $0.0001. As of March 31, 2023 and December 31, 2022, the Company has 770,000 shares of Series C Preferred Stock issued and outstanding. For the three months ended March 31, 2023, the Company recognized $12,050 in Series C dividends, all of which has been paid as of March 31, 2023. Common Stock The Company has 3,000,000,000 shares of common stock, par value $0.0001 authorized. The Company has 47,247,687 and 41,699,363 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively. Shares issued during the three months ended March 31, 2023 were as follows: • The Company issued 125,504 shares for services; • 4,866,570 shares issued in the acquisition of GTMR; • 556,250 shares issued to extinguish the Prior Crom Note. During the three months ended March 31, 2023, the Company issued 314,600 restricted shares of common stock, that vest ratably over a period of one year, to its Board of Directors for their service. Any unvested restricted shares of common stock are forfeited upon termination. As of March 31, 2023, there were 125,504 total restricted shares of common stock that have vested and 189,096 that will vest during the remainder of 2023. Warrants The following represents a summary of warrants for the three months ended March 31, 2023 and the year ended December 31, 2022: Three Months Ended Year Ended Number Weighted Number Weighted Beginning balance 5,678,836 $ 1.84 3,161,568 $ 1.60 Granted 1,765,862 1.17 2,517,268 2.22 Ending balance 7,444,698 $ 1.68 5,678,836 $ 1.84 Warrants exercisable 7,444,698 5,678,836 Intrinsic value of warrants $ 1,242,174 $ 1,374,303 Weighted Average Remaining Contractual Life (Years) 6.15 5.48 During the three months ended March 31, 2023, the Company granted 1,065,862 warrants to two of its officers at $1.04 per share that expire on March 22, 2030. The warrants were issued as part of a bonus achieved under the respective employment agreements for two of the officers of the Company. The Company also granted 700,000 warrants to Crom, as part of the debt transaction discussed in Note 7, at $1.38 per share that expire on February 13, 2028. All of the warrants have been fully expensed through March 31, 2023. Options The Company on November 9, 2021, approved the Stock Incentive Plan, that authorizes the Company to grant up to 2,500,000 shares. Prior to this date, the granting of options was not done in accordance with a stock option plan. As of March, 31, 2023 812,500 stock options have been granted under the Stock Incentive Plan. The following represents a summary of options for the three months ended March 31, 2023 and the year ended December 31, 2022: Number Weighted Weighted-Average Remaining Contractual Term (in Years) Weighted Outstanding, December 31, 2022 6,425,000 $ 2.69 5.63 $ 4.26 Granted 812,500 1.62 6.84 1.10 Outstanding. March 31, 2023 7,237,500 $ 2.57 5.55 $ 3.91 As of March 31, 2023 Vested and exercisable 3,178,870 $ 2.24 5.21 $ 3.20 The fair value of each option/warrant is estimated using the Black-Scholes valuation model. Changes to these inputs could produce a significantly higher or lower fair value measurement. The following assumptions were used for the periods as follows: Three Months Year Expected term 7 years 7 years Expected volatility 116 – 162% 114 – 157% Expected dividend yield — — Risk-free interest rate 3.53 – 3.89% 2.00% - 4.18% |