Stockholders’ Deficit | 8. Stockholders’ Deficit Common Stock During the three and nine months ended September 30, 2024, holders of 75,776 757,760 Preferred Stock During the three months ended September 30, 2024, the Company issued 339,833 900,000 72,600 During the nine months ended September 30, 2024, the Company issued 839,998 2,225,000 179,057 During the three months ended September 30, 2024, the Company issued 744,878 2,131,839 2.862 On June 21, 2024, the Board approved the conversion of 11,416,242 Series D Preferred Shares held by Dominic Rodrigues, our President and Board vice chairman, into 1,141,626 shares of Series D-1 Preferred shares. See Note 12 for details on conversions of 2022 Notes into Series D-1 Preferred Stock subsequent to September 30, 2024. Number of Preferred Shares On June 24, 2024, the Company filed an amended Series D Certificate of Designation to decrease the authorized shares from 12,374,000 957,100 11,241,000 23,042,900 2024 Equity Compensation Plan At the shareholder meeting held on June 20, 2024, the proposal for the new 2024 Equity Compensation Plan was approved. The approval gives the Company the authority to grant Options and award Restricted Stock under the 2024 Equity Compensation Plan for up to 100,000,000 15 Options During the three and nine months ended September 30, 2024 and 2023, the Company did not have any issuances, grants, or exercises of options. The following table summarizes option activities during the nine months ended September 30, 2024: Schedule of Option Activity Weighted Average Weighted Average Remaining Aggregate Intrinsic Shares Exercise Price Life in Years Value Outstanding and exercisable at January 1, 2024 3,225,000 $ 0.27 $ - Expired (150,000) 0.88 Outstanding and exercisable at September 30, 2024 3,075,000 $ 0.27 1.13 $ - The following table summarizes information about outstanding and exercisable options at September 30, 2024: Schedule of Stock Options Outstanding Options Outstanding Options Exercisable Outstanding Weighted Average Exercisable Number of Remaining Life Number of Exercise Price Options In Years Options $ 0.12 2,425,000 1.10 2,425,000 $ 0.29 100,000 1.10 100,000 $ 0.75 550,000 1.20 550,000 3,075,000 1.13 3,075,000 Warrants During the three and nine months ended September 30, 2024 and 2023, the Company did not have any issuances, grants, or exercises of warrants. The following table summarizes warrant activities during the nine months ended September 30, 2024: Schedule of Warrant Activity Number of Weighted Average Weighted Average Remaining Aggregate Intrinsic Warrants Exercise Price Life in Years Value Outstanding and exercisable at January 1, 2024 412,500 $ 1.07 Expired (412,500 ) 1.07 Outstanding and exercisable at September 30, 2024 - $ - - $ - Annual Stockholder Meeting Proposals The Company held its annual meeting of stockholders on June 20, 2024. Stockholders authorized the Company’s board of directors (the “Board”) to amend the Company’s Certificate of Incorporation, as amended by the Certificate of Designation of Series D Convertible Preferred Stock and Certificate of Designation of Series D-1 Convertible Preferred Stock (the “Certificates of Designation”), to effect a reverse stock split of the Company’s common stock, Series D Convertible Preferred Stock, and Series D-1 Convertible Preferred Stock at a ratio of between 1-for-10 and 1-for-50, where the ratio would be determined by the Board at its discretion, and to make corresponding amendments to the Certificates of Designation to provide for the proportional adjustment of certain terms upon a reverse stock split, consistent with the Board’s recommendation. The Company’s stockholders also authorized the Board to amend the Company’s Certificate of Incorporation, as amended by the Certificates of Designation, to decrease the number of authorized shares of the Company’s common stock and preferred stock by the same reverse stock split ratio determined by the Board, consistent with the Board’s recommendation. The Board has not acted on these stockholder authorizations as of the filing date. |