STOCKHOLDERS’ DEFICIT | NOTE 6 – STOCKHOLDERS’ DEFICIT Authorized Capital Stock The company’s authorized capital stock consists of 500,000,000 shares of common stock at a par value of $.001 per share and 2,000,000 shares of preferred stock at a par value of $.001 per share. During the year ended December 31, 2021, the company issued 4,054,665 shares of common stock in a private placement to accredited investors for $0.75 per share or $3,041,000 of net cash proceeds, in the aggregate. During the year ended December 31, 2021, the company issued 7,056,250 shares of common stock in a private placement to accredited investors for $0.32 per share or $2,258,000 of net cash proceeds, in the aggregate. During the year ended December 31, 2021, the company issued 158,329 shares of common stock upon the conversion of $47,498 of convertible notes. During the year ended December 31, 2021, the company issued 31,250 shares of common stock in relation to a restricted stock agreement with a value of $4,550. During the year ended December 31, 2021, the company issued an aggregate of 900,000 shares of common stock upon the exercise of 900,000 warrants at an exercise price of $0.07 a share. During the year ended December 31, 2021, the company issued an aggregate of 750,000 shares of common stock upon the exercise of 250,000 warrants at an exercise price of $0.06 a share. During the year ended December 31, 2021, the company issued 1,005,682 shares of common stock upon the exercise of 1,090,910 options at an exercise price of $0.05 a share. This exercise was performed on a cashless basis. During the year ended December 31, 2021, the company issued 259,741 shares of common stock upon the exercise of 500,000 options at an exercise price of $0.37 a share. This exercise was performed on a cashless basis. During the year ended December 31, 2021, the company issued 475,000 shares of common stock with an exercise of 500,000 options. 25,000 shares of common stock were withheld with the exercise. This exercise was performed on a cashless basis. During the year ended December 31, 2021, the company issued 482,143 shares of common stock with an exercise of 500,000 options. 17,857 shares of common stock were withheld with the exercise. This exercise was performed on a cashless basis. During the year ended December 31, 2021, the company issued 728,814 shares of common stock with an exercise of 750,000 options. 21,186 shares of common stock were withheld with the exercise. This exercise was performed on a cashless basis. During the year ended December 31, 2021, the company issued 400,158 shares of common stock with an exercise of 409,090 options. 8,932 shares of common stock were withheld with the exercise. This exercise was performed on a cashless basis. During the year ended December 31, 2021, the company issued 731,109 shares of common stock with an exercise of 750,000 options. 18,891 shares of common stock were withheld with the exercise. This exercise was performed on a cashless basis. During the year ended December 31, 2021, the company recognized stock-based compensation in the amount of $1,236,806. During the year ended December 31, 2022, the company issued 130,417 shares of common stock for previously vested and expensed shares in relation to a restricted stock agreement. For the year ended December 31, 2022, the company recorded $0 in relation to these shares. During the year ended December 31, 2022, the company issued 137,066 shares of common stock upon the exercise of 137,066 options at an exercise price of $0.13 a share. As a result, the company received $17,819 in cash proceeds as part of the transaction. During the year ended December 31, 2022, the company issued 25,000 shares of common stock upon two warrant exercises of 12,500 shares each, at an exercise price of $0.05 a share. The company received $1,250 in cash proceeds as part of the transaction. During the year ended December 31, 2022, the company issued 2,993,727 shares of common stock in a private placement to accredited investors for $2.20 per share or $6,586,198 of net cash proceeds, in the aggregate. Effective August 1, 2022, the company entered into an Executive Employment Agreement with Mr. Donaghey who was appointed the company’s Chief Financial Officer (“CFO”). As part of the Executive Employment Agreement, the company granted 1,000,000 options to purchase shares of common stock at an exercise price of $2.36 per share. The options vest over a period of four years and expire ten years from the date of the grant. Mr. Donaghey was also granted 400,000 shares of restricted to units as part of his Executive Employment Agreement (see “Share-Based Payments” below). Further, Mr. Donaghey forfeited unvested options to purchase 950,000 shares of common stock which he had previously received for his service on the company’s Board of Advisors. The forfeiture of the unvested options resulted in the reversal of previously recorded stock-based compensation expense in the amount of approximately $176,000. During the year ended December 31, 2022 and 2021, the company recognized stock-based compensation in the amount of $1,776,140 and $1,236,806, respectively. Preferred Stock As of December 31, 2022, and December 31, 2021, there were 13,602 shares of Series A Redeemable Convertible Preferred Stock (the “Series A Preferred Stock”) issued and outstanding, respectively. The company has not paid the dividends commencing with the quarterly dividend due August 1, 2013. Dividend arrearages as of December 31, 2022, including previously accrued dividends included in our balance sheet are approximately $331,549. Our Board of Directors suspended the declaration of the dividend, commencing with the dividend payable as of February 1, 2015, since we did not have a surplus (as such term is defined in the Delaware general corporation Law) as of December 31, 2014, until such time as we have a surplus or net profits for a fiscal year. Our Series A Preferred Stock has a liquidation preference of $25.00 per share. The Series A Preferred Stock bears dividends at the rate of 6.5% of the liquidation preference per share per annum, which accrues from the date of issuance, and is payable quarterly. Dividends may be paid in: (i) cash, (ii) shares of our common stock (valued for such purpose at 95% of the weighted average of the last sales prices of our common stock for each of the trading days in the ten trading day period ending on the third trading day prior to the applicable dividend payment date), provided that the issuance and/or resale of all such shares of our common stock are then covered by an effective registration statement and the company’s common stock is listed on a U.S. national securities exchange or the Nasdaq Stock Market at the time of issuance or (iii) any combination of the foregoing. If the company fails to make a dividend payment within five business days following a dividend payment date, the dividend rate shall immediately and automatically increase by 1% from 6.5% of the liquidation preference per offered share of Series A preferred stock to 7.5% of such liquidation preference. If a payment default shall occur on two consecutive dividend payment dates, the dividend rate shall immediately and automatically increase to 10% of the liquidation preference for as long as such payment default continues and shall immediately and automatically return to the initial dividend rate at such time as the payment default is no longer continuing. Each share of Series A Preferred Stock is convertible at any time at the option of the holder into a number of shares of common stock equal to the liquidation preference (plus any unpaid dividends for periods prior to the dividend payment date immediately preceding the date of conversion by the holder) divided by the conversion price (initially $12.00 per share, subject to adjustment in the event of a stock dividend or split, reorganization, recapitalization or similar event). If the closing sale price of the common stock is greater than 140% of the conversion price on 20 out of 30 trading days, the company may redeem the Series A Preferred Stock in whole or in part at any time through October 31, 2010, upon at least 30 days’ notice, at a redemption price, payable in cash, equal to 100% of the liquidation preference of the shares to be redeemed, plus unpaid dividends thereon to, but excluding, the redemption date, subject to certain conditions. In addition, beginning November 1, 2010, the company may redeem the Series A Preferred Stock in whole or in part, upon at least 30 days’ notice, at a redemption price, payable in cash, equal to 100% of the liquidation preference of the Series A Preferred Stock to be redeemed, plus unpaid dividends thereon to, but excluding, the redemption date, under certain conditions. If a change of control occurs, each holder of shares of Series A Convertible Preferred Stock that are outstanding immediately prior to the change of control shall have the right to require the corporation to purchase, out of legally available funds, any outstanding shares of Series A Convertible Preferred Stock at the defined purchase price. The purchase price is defined as: per share of Preferred Stock, 101% of the liquidation preference thereof, plus all unpaid and accumulated dividends, if any, to the date of purchase thereof. The purchase price is payable, at the corporation’s option, (x) in cash, (y) in shares of the common stock at a discount of 5% from the fair market value of Common Stock on the Purchase Date (i.e. valued at a 95% discount of the Common Stock on the Purchase Date), or (z) any combination thereof. If the Corporation pays all or a portion of the Purchase Price in Common Stock, no fractional shares of Common Stock will be issued; instead, the company will round the applicable number of shares of Common Stock up to the nearest whole number of shares; provided that the Corporation may pay the Purchase Price (or a portion thereof), whether in cash or in shares of Common Stock, only if the Corporation has funds legally available for such payment and may pay the Purchase Price (or a portion thereof) in shares of its Common Stock only if (i) the Common Stock is listed on a U.S. national securities exchange or the Nasdaq Stock Market at the time of issuance and (ii) a shelf registration statement covering the issuance by the Corporation and/or resales of the Common Stock issuable as payment of the Purchase Price is effective on the Payment Date unless such shares are eligible for immediate resale in the public market by non-affiliates of the Corporation. Stock Option and Stock Issuance Plan Effective November 12, 2018, the Board of Directors of Applied Energetics, Inc. adopted the 2018 Incentive Stock Plan. The plan provides for the allocation and issuance of options (both incentive stock options and non-qualified stock options) to officers, directors, employees and consultants of the company. The board reserved a total of 50,000,000 shares for possible issuance under the plan. We have, from time to time, also granted non-plan shares, restricted stock units and options to certain officers, directors, employees and consultants. Total stock-based compensation expense for grants to officers, employees and consultants was $1,776,140 and $1,236,806 for the year ended December 31, 2022, and 2021, respectively, which was charged to general and administrative expense. Stock-based compensation for the year ended December 31, 2022, was comprised of 140,000 shares under a restricted stock agreement the company entered into in May of 2021. The restricted stock awards were valued at $84,000 of which the full $84,000 was recognized as of December 31, 2022. The shares vest annually over two years with the first installment one year from the agreement; provided, however, if either party terminates the agreement at any time prior to the last date of it ending, then the shares will vest, pro rata, for each month served since the most recent prior annual vesting date. The $1,776,140 stock-based compensation for the year ended December 31, 2022, was comprised of $1,250,641 option expense, $302,499 expense from the vesting of the restricted stock and $223,000 was the amortization of 5,000,000 shares of stock valued at $0.4014 over three years for the acquisition of assets of Applied Optical Sciences. The company recognized no related income tax benefit because our deferred tax assets are fully offset by a valuation allowance. Stock Options We determine the fair value of option grant share-based awards at their grant date, using a Black-Scholes- Merton Option Pricing Model. As of December 31, 2022, the company has $3,510,391 of unrecognized compensation cost related to unvested stock options granted and outstanding, net of estimated forfeitures. The cost is expected to be recognized on a weighted average basis over a period of approximately six years. The following table summarizes the activity of our stock options for the years ended December 31, 2022 and 2021: Shares Weighted Weighted Intrinsic Outstanding at January 1, 2021 32,000,000 $ 0.1419 5.60 $ 6,054,000 Granted 1,915,000 0.7806 Exercised (4,500,000 ) 0.0856 Forfeited or expired (1,000,000 ) 0.3700 Outstanding at December 31, 2021 28,415,000 $ 0.1859 5.84 $ 60,640,900 Granted 2,520,451 2.3745 17,358,678 Exercised (137,066 ) (0.1300 ) (1,287,274 ) Forfeited or expired (7,950,000 ) - (73,629,987 ) Outstanding at December 31, 2022 22,848,385 $ 0.3666 6.42 $ 203,236,473 Outstanding and exercisable at December 31, 2022 20,476,821 $ 0.1880 7.17 $ 185,798,980 We determine the fair value of option grant share-based awards at their grant date, using a Black-Scholes- Merton Option Pricing Model applying the assumptions in the following table: Years Ended Assumptions: 2022 2021 Risk-free interest rate 0.08-4.45 % 0.05-0.07 % Expected dividend yield 0 % 0 % Expected volatility 126.33 % 128-130 % Expected life (in years) 5 2-3 Restricted Stock Stock-based compensation for the year ended December 31, 2022, was comprised of 140,000 shares under a restricted stock agreement the company entered into in May of 2021. The restricted stock awards were valued at $84,000 of which $15,355 was recognized in 2022. The shares vest annually over two years with the first installment one year from the agreement; provide, however, if either party terminates the agreement at any time prior to the last date of it ending, then the shares will best, pro rata, for each month served since the most recent prior annual vesting date As part of his Executive Employment Agreement dated July 13, 2022 the company granted 400,000 shares issued as restricted stock units to the Chief Financial Officer. The restricted stock units were valued at $928,000 of which $109,176 was recognized as of December 31, 2022. The shares vest in equal annual installments over four years. If either party terminates the agreement at any time prior to the last date of it ending, then the shares will vest, pro rata, for each month served since the most recent prior annual vesting date. The Restricted Stock Units are issued pursuant to a Restricted Stock Unit Agreement, dated as of July 13, 2022. As part of his amended Executive Employment Agreement dated November 29, 2022 the company granted 1,954,545 shares issued as restricted stock units to the Chief Executive Officer. The restricted stock units were valued at $3,850,454 of which $86,912 was recognized as of December 31, 2022. The shares vest in equal annual installments over four years. If either party terminates the agreement at any time prior to the last date of it ending, then the shares will vest, pro rata, for each month served since the most recent prior annual vesting date. The Restricted Stock Units are issued pursuant to a Restricted Stock Unit Agreement, dated as of November 29, 2022. Additionally, Stock-based compensation for the years ended December 31, 2022, was comprised of an aggregate of 250,000 shares issued pursuant to the restricted stock unit agreements, dated July 13, 2022. The restricted stock units were valued at $580,000 of which $90,939 was recognized as of December 31, 2022. The shares vest with 25% being vested at the end of year one and two respectively, with the remaining 50% being expensed at the end of year three As of December 31, 2022, the company has $5,071,427 of unrecognized compensation cost related to unvested restricted stock options granted and outstanding. The fair value of restricted stock and restricted stock units was estimated using the closing price of our common stock on the date of award and fully recognized upon vesting. Restricted stock activity for the years ended December 31, 2022 and 2021, was as follows: Restricted Stock Outstanding Shares Weighted Outstanding at January 1, 2021 75,000 $ 0.35 Granted – restricted stock units and awards 140,000 0.61 Granted – performance – based stock units - - Canceled - - Vested and converted to shares - - Outstanding at December 31, 2021 215,000 $ 0.52 Granted – restricted stock units and awards 2,604,545 2.06 Granted – performance – based stock units - - Canceled - - Vested and converted to shares - - Outstanding at December 31, 2022 2,819,545 $ 1.9396 Warrants The following table summarizes the activity of our warrants for the years ended December 31, 2022 and 2021: Warrant Activity Shares Weighted Weighted Outstanding at January 1, 2021 3,550,000 $ 0.0627 6.17 Granted - - - Exercised (1,650,000 ) 0.0652 - Forfeited or expired (125,000 ) 0.0599 - Outstanding at December 31, 2021 1,775,000 0.0599 7.43 Granted - - - Exercised (25,000 ) 0.0500 - Forfeited or expired - - - Outstanding at December 31, 2022 1,750,000 $ 0.0600 6.53 Outstanding and exercisable at December 31, 2022 1,750,000 $ 0.0600 6.53 |