STOCKHOLDERS' EQUITY | Note 13. STOCKHOLDERS’ EQUITY Equity Compensation Plans The Company’s 2015 Equity Incentive Plan, as amended (the “2015 Plan”), awards grants to employees. The plan can award up to 100 billion shares of common stock and currently 10.3 billion shares are available for grant as of December 31, 2021. The Company’s 2009 Equity Incentive Plan (the “2009 Plan”) awards grants to employees, non-employee directors and consultants in connection with their retention and/or continued employment by the Company. The 2009 Plan had no shares of common stock available for grant as of December 31, 2021. Rights Offering On , the Company issued shares of common stock in connection with the Rights Offering at a subscription price of $ per share, generating gross proceeds of $ million. The Company incurred direct financing costs of $ million in connection with the offering resulting in net proceeds to the Company of $ million. Exchange Agreement On , the Company entered into exchange agreements with the holders of the $ million Loan and Security Agreement (the "Credit Agreement"). The agreement with the holders of the Company’s indebtedness (the “Notes”) in an aggregate amount of $ million to exchange the Notes for shares at a conversion price of $ . The Notes were issued pursuant to the Credit Agreement dated as of , among The Vape Store, Inc., the Company, Healthy Choice Markets, Inc., Sabby Healthcare Master Fund, Ltd., and Sabby Volatility Warrant Master Fund, Ltd. In connection with the Exchange, the Credit Agreement and all related loan documents was terminated and the Holder’s on the assets of the Company and its subsidiaries was cancelled. The Company recognized a loss on debt extinguishment of $ million for the year ended . Preferred Stock The Company’s amended and restated articles of incorporation authorizes the Company’s Board of Directors to issue up to 1,000,000 shares of “blank check” preferred stock, having a $0.001 par value, in one or more series without stockholder approval. Each such series of preferred stock may have such number of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges as determined by the Company’s Board of Directors. See below for details associated with the designation of the 1,000,000 shares of the Series A preferred stock. Series C Convertible Preferred Stock On November 17, 2020, the Company finalized the closing of the stock exchange with certain holders of its Series B Stock to exchange all the Series B Stock for 20,150 shares of Series C Convertible Preferred Stock (the “Series C Stock”). Each share of Series C Stock has a stated value equal to $1,000 and is convertible into Common Stock on a fixed basis at a conversion price of $0.0001 per share. During the years ended December 31, 2021 and 2020, the Company issued 162.8 billion shares and 38.7 billion shares of Company common stock in connection with the exercise of Series C stock. Series D Convertible Preferred Stock On , the Company entered into a Securities Purchase Agreement, pursuant to which the Company sold and issued shares of its Series D Convertible Preferred Stock (the “Preferred Stock”) to accredited investors for $ per share or an aggregate subscription of $ million. As of Dec , the Company has issued billion shares of Company common stock in connection with the exercise of shares of the Series D Convertible Preferred Stock at a conversion price of $ per share. The conversion price for the exercise of the preferred stock was reset to the of the lowest daily volume-weighted average price ("VWAP") during the Trading Days immediately preceding the effective date of . Warrants October 5, 2016, the Company’s amended and restated its Series A Warrant Standstill Agreements (the "Amended Standstill Agreements") to permit each holder (each, a "Holder") to effect a "cashless" exercise of the Series A Warrants only on dates when the closing bid price used to determine the "net number" of shares to be issued upon exercise is at or above $0.00. The shares issuable upon the exercise of the Series A Warrants are calculated (1) using a Black Scholes Value of 1,517,936 per share and a closing stock bid price at or above 0.00 and (2) the Company will deliver only common stock upon exercise of the Series A Warrants. On July 27, 2020, the Company's Series A Warrants expired and the balance of outstanding warrants not exercised was 355,661 warrants. During the year ended December 31, 2020, the Company issued 3,466,153 shares of the Company Common Stock in connection with the exercise of the Series A Warrant. Modification of share-based payment awards to officers On August 13, 2018, the Compensation Committee of the Company approved a modification of share-based payment awards to the Chief Executive Officer and Chief Operating Officer of the Company. As part of the share modification, the Chief Executive Officer and Chief Operating Officer were granted 11 billion and 8 billion shares of restricted common stock on the condition that the same number of shares from their options to purchase the Company’s common stock are forfeited. However, the shares were issued to the officers and have been reflected in the statement of stockholders’ equity. Initially, this restricted stock was schedule to vest one year following the date of issuance provided that the grantee remains an employee of the Company through the vesting date. On August 12, 2019, the Company agreed to extend the expiration date of the vesting period for the restricted stock by six months to February 13, 2020. On August 12, 2020, the Company agreed to extend for a second time the expiration date of the vesting period for the restricted stock by six months to February 13, 2021. On , the Compensation Committee of the Company approved an issuance of restricted stock to the Officers and a Director of the Company, in consideration for agreeing to a new vesting schedule for the existing awarded restricted stock. Each individual was granted a increase from the original award agreement for a total of billion shares of restricted common stock, which will vest quarterly in equal amounts until , provided that the grantee remains an employee of the Company through the vesting date. Restricted Stock On August 13, 2018, the Compensation Committee of the Company approved an issuance of restricted stock to the Chief Financial Officer (the "Officer") of the Company. The Officer was granted 3 billion shares of restricted common stock, which will vest one year following the date of issuance, provided that the grantee remains an employee of the Company through the vesting date. On August 12, 2019, the Company agreed to extend the expiration date of the vesting period for the restricted stock by six months to February 13, 2020. On August 12, 2020, the Company agreed to extend for a second time the expiration date of the vesting period for the restricted stock by six months to February 13, 2021. On , the Compensation Committee of the Company approved an issuance of restricted stock to the Officers and a Director of the Company, in consideration for agreeing to a new vesting schedule for the existing awarded restricted stock. Each individual was granted a increase from the original award agreement for a total of billion shares of restricted common stock, which will vest quarterly in equal amounts until , provided that the grantee remains an employee of the Company through the vesting date. On , the Company and the Officers and a Director of the Company agreed to forfeit a total of billion of restricted shares of common stock that were due to vest on . On , the Company and the Officers and a Director of the Company agreed to forfeit a total of billion of restricted shares of common stock that were due to vest on . Stock Options During the years ended December 31, 2021 and 2020, the Company did not grant any options for the purchase of shares of its common stocks. A summary of option activity during the years ended December 31, 2021 and 2020 is as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Term (Yrs.) Aggregate Intrinsic Value Outstanding, January 1, 2020 69,862,230,680 $ 0.00 7 $ - Options granted - 0.00 - Options forfeited or expired - 0.00 - Outstanding, December 31, 2020 69,862,230,680 $ 0.00 6 $ - Options granted - 0.00 - Options exercised (2,275,000,000 ) 0.00 - Options forfeited or expired - 0.00 - Outstanding, December 31, 2021 67,587,230,680 $ 0.00 5 - Exercisable at December 31, 2021 67,587,230,680 $ 0.00 5 $ - During the years ended December 31, 2021 and 2020, the Company recognized stock-based compensation expense of approximately $34,375 and $78,029, respectively, in connection with the amortization of stock options, net of recovery of stock-based charges for forfeited stock options. Stock-based compensation expense is included as part of selling, general and administrative expense in the accompanying consolidated statements of operations. Income (Loss) per Share Basic income (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon (a) the exercise of stock options (using the treasury stock method); (b) the conversion of Series A convertible preferred stock; (c) the exercise of warrants (using the if-converted method); (d) the vesting of restricted stock units; and (e) the conversion of convertible notes payable. Diluted income (loss) per share excludes the potential common shares, as their effect is antidilutive. The following table summarizes the Company’s securities that have been excluded from the calculation of basic and dilutive income (loss) per share as their effect would be anti-dilutive: December 31, 2021 2020 Preferred stock 1,250,000,000 162,771,153,000 Stock options 67,587,230,680 69,862,230,680 Total 68,837,230,680 232,633,383,680 |