Stockholders' Equity | Stockholders’ Equity January 2024 Registered Offering On January 25, 2024 the Company entered into a securities purchase agreement (the “SPA”) with an institutional investor, pursuant to which the Company agreed to sell and issue, in a registered direct offering, an aggregate of (i) 5,243,967 shares of the Company’s common stock, at a purchase price of $0.32 per share and (ii) 3,193,534 pre-funded warrants (the “Pre-funded Warrant(s)”) to purchase up to an aggregate of 3,193,534 shares of common stock for aggregate gross proceeds to the Company of approximately $2.7 million, before deducting the placement agent fees and estimated offering expenses payable by the Company (the “Registered Offering”). The Pre-funded Warrants were sold at an offering price of $0.319 per Pre-funded Warrant and are exercisable at a price of $0.001 per share. In a concurrent private placement, the Company agreed to issue to the same institutional investor, for each ordinary share and Pre-funded Warrant purchased in the offering, an additional ordinary share purchase warrant (“Regular Warrants”). The Regular Warrants have an exercise price of $0.35 and are exercisable to purchase an aggregate of 8,437,501 shares of common stock. 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, 2024 and December 31, 2023, the Company has 5,875,000 shares of Series A Preferred Stock issued and outstanding, which is convertible into 587,500 shares of the Company's common stock. For the three months ended March 31, 2024, the Company recognized $18,269 in Series A dividends, all of which has been paid as of March 31, 2024. 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, 2024 and December 31, 2023, 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, 2024 and December 31, 2023, the Company has 770,000 shares of Series C Preferred Stock issued and outstanding, which is convertible into 481,250 shares of the Company's common stock. For the three months ended March 31, 2024, the Company recognized $11,550 in Series C dividends, all of which has been paid as of March 31, 2024. Common Stock The Company has 3,000,000,000 shares of common stock, par value $0.0001 authorized. The Company has 53,029,915 and 47,672,427 shares issued and outstanding as of March 31, 2024, and December 31, 2023, respectively. During the three months ended March 31, 2024, 5,357,488 shares of common stock were issued, all in connection with the SPA. Warrants The following table represents a summary of warrants for the three months ended March 31, 2024 and the year ended December 31, 2023: Three Months Ended Year Ended Number Weighted Number Weighted Beginning balance 7,444,698 $ 1.68 5,678,836 $ 1.84 Warrants 8,437,501 0.25 1,765,862 1.17 Pre-funded Warrants 3,193,534 0.09 — — Total Granted 11,631,035 0.34 1,765,862 1.17 Warrants — — — — Pre-funded Warrants (113,521) 0.32 — — Total Exercised (113,521) 0.32 — — Ending balance 18,962,212 $ 0.87 7,444,698 $ 1.68 Warrants exercisable 18,962,212 7,444,698 Intrinsic value of warrants $ 283,586 $ 327,214 Weighted Average Remaining Contractual Life (Years) 5.77 4.70 The Pre-funded Warrants that the Company sold related to the Registered Offering were immediately exercisable and do not have an expiration date. As noted above, the Company sold Pre-funded Warrants to purchase up to an aggregate of 3,193,534 shares of common stock at an offering price of $0.319 per Pre-funded Warrant, which are exercisable at a price of $0.001 per share, of which 113,521 were exercised on February 6, 2024. The Regular Warrants related to the Registered Offering became exercisable on March 20, 2024, upon effectiveness of shareholder approval which was obtained on February 12, 2024. The Regular Warrants expire on March 20, 2029, and have an exercise price of $0.35 per share. The Warrants and the Pre-funded Warrants do not require a cash settlement for the warrants. Based on the terms of the agreements, the warrants were freestanding, equity-linked instruments that represented separate units of account. The Company allocated the value of the net proceeds from the offering to the ordinary shares and warrants based on relative fair value. The value allocated to the warrants was recorded in Additional Paid-In Capital in the consolidated balance sheets. Options The Company on November 9, 2021, approved the Stock Incentive Plan, that authorizes the Company to grant up to 2,500,000 shares and options. Prior to this date, the granting of options was not done in accordance with a stock option plan. As of March, 31, 2024, 2,132,500 stock options have been granted under the Stock Incentive Plan. The following represents a summary of options for the three months ended March 31, 2024 and the year ended December 31, 2023: Number Weighted Weighted-Average Remaining Contractual Term (in Years) Weighted Outstanding, December 31, 2023 8,243,437 $ 2.41 4.98 $ 3.58 Granted 150,000 0.35 6.92 0.31 Exercised — — — — Forfeited (65,938) 1.72 — — Outstanding. March 31, 2024 8,327,499 $ 2.38 4.76 $ 3.55 As of March 31, 2024 Vested and exercisable 4,750,510 $ 2.38 4.48 $ 3.12 During the three months ended March 31, 2024, the Company recognized $1,657,821 of noncash stock based compensation related to the vesting of service-based stock options. No options were exercised during the three months ended March 31, 2024. The fair value of each option and 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 120.97% – 166.14% 161.61% – 166.14% Expected dividend yield — — Risk-free interest rate 3.48% – 4.08% 3.48% - 3.89% |