Stockholders’ Equity | NOTE 5 - Stockholders’ Equity Common Stock On May 24, 2021, at a Special Stockholders Meeting, our authorized shares of common stock were increased from 12,000,000 24,000,000 In January 2021, the Company closed a public offering of its securities in which it issued 1,711,783 3.00 4,532,445 136,943 five years 3.75 In February 2021, the Company issued 263,200 In March 2021, the Company issued 119,000 250 19,000 191,204 21,591 In March 2021, the Company closed a public offering of its securities in which it issued 2,190,000 shares of common stock at $ 4.445 per share, resulting in net proceeds to the Company of approximately $ 8,736,487 after deducting placement agent commissions and other offering costs payable by the Company. In a concurrent private placement under the Purchase Agreement, the Company issued to the purchasers warrants to purchase an aggregate of 2,190,000 shares of Common Stock at an exercise price of $ 4.32 per share. Each Warrant became exercisable on May 24, 2021 , the date the Company obtained stockholder approval of an increase in the authorized shares of the Company’s Common Stock and will expire two years 175,200 8 125 5.55625 8.0 In March 2021, Company issued 1,500 4.99 In September 2021, the Company granted 5,204 On April 6, 2020, the Company closed a public offering of equity securities in which it issued 493,027 22,438 515,465 41,237 3.64 1,230,000 In the nine months ended September 30, 2020, the Company issued 3,157,427 6,109 749,924 In the nine months ended September 30, 2020, the Company issued 25,851 Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock, $ 0.001 par value. 465 583 shares of preferred stock were issued and outstanding at September 30, 2021 and 2020, respectively. In January 2020, the Company entered into a Securities Purchase Agreement (the “SPA”) with certain institutional investors (the “Institutional Private Placement”). Pursuant to the SPA, the Company issued and sold 1,640 1,000 9 2.50 In addition, a holder may at any time, alternatively, convert all, or any part, of its Series D Preferred Shares at an alternative conversion price, which equals the lower of the applicable conversion price then in effect, and the greater of (x) $1.80 and (y) 85% of the average volume weighted average price (“VWAP”) of the Common Stock for a five (5) trading day period prior to such conversion. Upon the occurrence of certain triggering events, described in the Certificate of Designations, including, but not limited to payment defaults, breaches of transaction documents, failure to maintain listing on the Nasdaq Capital Market, and other defaults set forth therein, the Series D Preferred Shares would become subject to redemption, at the option of a holder, at a 125% premium to the underlying value of the Series D Preferred Shares being redeemed At September 30, 2021 there were 132 2.50 62,832 Concurrent with the Institutional Private Placement, the Company entered into a Securities Purchase Agreement (the “SPA”) with certain of its directors and the Company’s previously largest shareholder (the “Other Private Placement”). Pursuant to the SPA, the Company issued and sold 333 shares of the Company’s newly created Series E Convertible Preferred Stock (the “Series E Preferred Stock”). Dividends accrue at a dividend rate of 9 % per annum and, on a monthly basis, shall be payable in kind by the increase of the Stated Value of the Series E Preferred Shares by said amount. The Series E Preferred Stock is initially convertible into 48,544 shares of Common Stock. At September 30, 2021, all of the issued Series E Convertible Preferred Stock were outstanding, which if converted as of September 30, 2021, including the make-whole dividends, would have resulted in the issuance of 61,651 Deferred Compensation In previous years and in the nine months ended September 30, 2021, the Company issued to various employees, directors, and contractors shares of the Company’s common stock, subject to restrictions, pursuant to the 2013 Equity Incentive Plan (the “2013 Plan”). Such shares are valued at the fair value at the date of issue. The fair value is expensed as compensation over the vesting period and recorded as an increase to stockholders’ equity. During the nine months ended September 30, 2021 and September 30, 2020, $ 0 15,740 At September 30, 2021, there was no Stock Options On July 15, 2021, at the Annual Meeting of Stockholders of the Company, the Company’s stockholders approved an amendment to the 2013 Equity Incentive Plan to increase the number of shares of the Company’s common stock reserved for issuance under the 2013 Plan by 875,000 1,765,000 As of September 30, 2021, an aggregate of 335,152 During the nine months ended September 30, 2021, the Company granted options to purchase a total of 697,831 During the nine months ended September 30, 2020, the Company granted options to purchase a total of 472,183 The Company generally grants stock options to employees and directors at exercise prices equal to the fair market value of the Company’s stock on the dates of grant. Stock options are typically granted throughout the year and generally vest over four years of service and expire five years from the date of the award, unless otherwise specified. The Company recognizes compensation expense for the fair value of the stock options over the requisite service period for each stock option award. Total share-based compensation expense included in the statements of operations for the nine months ended September 30, 2021 and 2020 is $ 893,431 483,208 of which $ 874,176 467,468 is related to stock options, respectively. The fair value of share-based awards was estimated using the Black-Scholes model with the following weighted-average assumptions for the nine months ended September 30, 2021 and 2020: Assumptions: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions 2021 2020 Dividend yield 0.00 % 0.00 % Risk-free interest rate 0.19 0.70 % 0.22 1.52 % Expected volatility 116.8 123.8 % 114.0 117.0 % Expected life (in years) 5 5 Option activity for the nine months ended September 30, 2021 and the year ended December 31, 2020 was as follows: Schedule of Stock Option Activity Weighted Average Weighted Average Exercise Remaining Aggregate Price Contractual Intrinsic Options ($) Life (Yrs.) Value ($) Options outstanding at December 31, 2019 180,912 18.11 5.09 25,988 Granted 579,998 2.55 4.57 - Exercised - - - - Forfeited or cancelled (47,900 ) 22.62 - - Options outstanding at December 31, 2020 713,010 5.15 4.40 477,802 Granted 697,831 3.29 4.64 46,800 Exercised (5,204 ) 2.50 - - Forfeited or cancelled (5,230 ) 4.41 - - Options outstanding September 30, 2021 1,400,407 4.24 4.14 267,577 Options expected to vest in the future as of September 30, 2021 574,146 3.59 4.29 110,275 Options exercisable at September 30, 2021 826,261 4.68 4.04 157,302 Options vested, exercisable, and options expected to vest at September 30, 2021 1,400,407 4.24 4.14 267,577 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of our common stock for those awards that have an exercise price currently below the $ 3.02 3.02 At September 30, 2021, there was $ 1,544,383 3.0 Stock Appreciation Rights On June 23, 2020, the board of directors (the “Board”) of the Company adopted the Sigma Labs, Inc. 2020 Stock Appreciation Rights Plan (the “Plan”). The purposes of the Plan are to: (i) enable the Company to attract and retain the types of employees, consultants and directors (collectively, “Service Providers”) who will contribute to the Company’s long range success; (ii) provide incentives that align the interests of Service Providers with those of the shareholders of the Company; and (iii) promote the success of the Company’s business. The Plan provides for incentive awards that are only made in the form of stock appreciation rights payable in cash (“SARs”). No shares of common stock were reserved in connection with the adoption of the Plan since no shares will be issued pursuant to the Plan. SARs may be granted to any Service Provider. A SAR is the right to receive an amount equal to the Spread with respect to a share of the Company’s common stock (“Share”) upon the exercise of the SAR. The “Spread” is the difference between the exercise price per share specified in a SAR agreement on the date of grant and the fair market value per share on the date of exercise of the SAR. The exercise price per share will not be less than 100% of the fair market value of a Share on the date of grant of the SAR. The administrator of the Plan will have the authority to, among other things, prescribe the terms and conditions of each SAR, including, without limitation, the exercise price and medium of payment and vesting provisions, and to specify the provisions of the SAR Agreement relating to such grant. On August 11, 2021, the Company granted, pursuant to the Plan, (i) 77,748 30,313 76,304 48,580 3.42 On June 23, 2020, the Company granted, pursuant to the Plan, (i) 60,094 12,019 24,038 18,028 2.63 SARs expire on the fifth anniversary of the grant date and may be settled only in cash. Additionally, each such SAR will vest and become exercisable in three equal (as closely as possible) installments on each of the first, second and third anniversaries of the grant date, subject, in each case, to the applicable SAR holder being in the continuous employ of the Company on the applicable vesting date, and, in the event of a Change in Control (as defined in the Plan), will become immediately vested and exercisable as long as the applicable holder is in the Company’s employ immediately prior to the Change in Control, and will otherwise be on such other terms set forth in the form of Stock Appreciation Rights Agreement. The Company recognizes compensation expense and a corresponding liability for the fair value of the SARs over the requisite service period for each SAR award. The SAR’s are revalued at each reporting date in accordance with ASC 718 “Compensation-Stock Compensation”, and any changes in fair value are reflected in income as of the applicable reporting date. The fair value of SAR awards was estimated using the Black-Scholes model with the following weighted-average assumptions for the nine months ended September 30, 2021 and 2020: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions Assumptions: 2021 2020 Dividend yield 0.00 % 0.00 % Risk-free interest rate 0.4 % 0.22 % Expected volatility 122.8 % 116.8 % Expected life (in years) 5 5 SARs activity for the nine months ended September 30, 2021 was as follows: Schedule of Stock Option Activity Weighted Average Weighted Average Exercise Remaining Aggregate Price Contractual Intrinsic SARs ($) Life (Yrs.) Value ($) SARs outstanding at December 31, 2020 127,679 2.61 4.52 97,919 Granted 242,945 3.43 4.86 - Exercised - - - - Forfeited or cancelled - - - - SARs outstanding September 30, 2021 370,624 3.15 4.49 51,955 SARs expected to vest in the future as of September 30, 2021 250,975 3.19 4.52 29,687 SARs exercisable at September 30, 2021 119,649 3.08 4.42 22,268 SARs vested, exercisable, and options expected to vest at September 30, 2021 370,624 3.15 4.49 51,955 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of our common stock for those awards that have an exercise price currently below the $ 3.02 3.02 At September 30, 2021, there was $ 614,947 2.87 Warrants Warrant activity for the nine months ended September 30, 2021 and 2020 was as follows: Summary of Warrant Activity Weighted Average Weighted Average Exercise Remaining Price Contractual Warrants ($) Life (Yrs.) Warrants outstanding at December 31, 2019 363,727 25.60 3.12 Granted 1,481,995 3.22 4.89 Exercised - - - Forfeited or cancelled - - - Warrants outstanding at September 30, 2020 1,845,722 7.64 4.39 Warrants outstanding at December 31, 2020 1,881,429 7.57 4.16 Granted 2,602,143 4.36 1.89 Exercised (495,641 ) 2.59 - Forfeited or cancelled - - - Warrants outstanding at September 30, 2021 3,987,931 6.10 2.36 In connection with its March 2021 private placement, the Company issued warrants to purchase 2,190,000 4.32 May 24, 2021 two years 175,200 8 125 5.55625 8.0 In connection with its January 2021 public offering, the Company issued to the Underwriter or its designee warrants to purchase 136,943 five years 3.75 On January 8, 2021, the Company obtained a waiver (“Waiver”) from certain investors (“Investors”) with respect to certain anti-dilution adjustment provisions of a January 2020 warrant and an April 2020 warrant issued to the Investors. As consideration for the Waiver, the Company issued an additional warrant (“Warrant”) to the Investors to purchase an aggregate of 100,000 |