STOCKHOLDERS’ EQUITY | NOTE 6 - STOCKHOLDERS’ EQUITY Description of Preferred and Common Stock On July 2, 2020, we amended and restated our certification of incorporation to eliminate the Company’s Class B common stock and Class Z common stock and rename as “common stock” the Company’s Class A Common Stock. As part of the amendment, we increased the number of authorized shares of common stock from 7,200,000 30,000,000 0.0001 100,000 0.0001 Preferred Stock The preferred stock may be issued in one or more series. The Company’s board of directors are authorized to issue the shares of preferred stock in such series and to fix from time to time before issuance thereof the number of shares to be included in any such series and the designation, powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of such series. Common Stock The rights of each share of common are the same with respect to dividends, distributions and rights upon liquidation. Holders of common stock each have one vote per share in the election of directors and other matters submitted to a vote of the stockholders. Issuances of Common Stock Common Stock Issued for Services and Stock Appreciation Rights Pursuant to the agreement entered into on October 20, 2020, with the holder of substantially all the outstanding stock appreciation rights, on March 2, 2021, we issued 5,000 1.00 On March 2, 2021, we issued an aggregate of 37,890 0.95 36,000 Sales of Common Stock and Derivative Equity Securities On March 2, 2021, the Company sold to Magic Growth 2 LLC, 769,231 961,539 769,225 38,461 2.00 On March 17, 2021, the Company sold to Magic Growth 2 LLC, 385,231 481,539 385,225 19,260 2.00 In total for the six months ended June 30, 2021, 1,154,462 shares of common stock were sold and issued for $ 1,443,077 . Additionally, 1,154,450 warrants were sold for $ 57,723 . Stock Options In connection with the three-year extension of the contract with our President and Chief Executive Officer, he was granted an option on March 3, 2021 to purchase up to 2,350,000 0.75 SCHEDULE OF STOCK OPTIONS VESTING The right to purchase: Consisting of: Is vested on: Tranche 1 150,000 June 30, 2021 Tranche 2 150,000 December 31, 2021 Tranche 3 150,000 June 30, 2022 Tranche 4 150,000 December 31, 2022 Tranche 5 150,000 June 30, 2023 Tranche 6 150,000 December 31, 2023 Tranche 7 Up to 150,000 If the aggregate sales bonus payable for 2021 exceeds $240,000 Tranche 8 Up to 150,000 If the aggregate sales bonus payable for 2022 exceeds $260,000 Tranche 9 Up to 150,000 If the aggregate sales bonus payable for 2023 exceeds $300,000 Tranche 10 Up to 1 If a profit bonus is payable under the employment contract and the Board determines to pay some or all of it with options, the number vested as determined by the Board On March 2, 2021, we granted an option to Ronald J. Berman as part of his consulting contract entered into on that day. Under the consulting agreement, Mr. Berman oversees sales and marketing for Nano Magic LLC and will work on special projects as requested by the President & CEO. His cash compensation is $ 10,000 100,000 0.75 Mr. Berman is a director and is the father of our President, Tom J. Berman. On March 2, 2021, our Board adopted the 2021 Nano Magic 2021 Equity Incentive Plan described below. Stock options to purchase common stock outstanding at June 30, 2021 include the 87,500 the expiration of 1,022 options. SCHEDULE OF STOCK OPTION PLAN ACTIVITY Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding December 31, 2020 502,892 $ 0.89 3.23 220,000 Exercised - - - - Issued 2,637,500 $ 0.75 - - Expired & forfeited (1,022 ) 80.21 - - Outstanding June 30, 2021 3,139,370 $ 0.75 5.48 $ - Exercisable June 30, 2021 679,449 $ 0.74 3.21 $ - SCHEDULE OF STOCK OPTIONS AND WARRANTS June 30, 2021 December 31, 2020 Stock options 3,139,370 502,892 Stock warrants 6,597,890 5,443,440 Total 9,737,260 5,946,332 Warrants As of June 30, 2021, there were outstanding and exercisable warrants to purchase 6,597,890 shares of common stock with a weighted average exercise price of $ 1.66 per share and a weighted average remaining contractual term of 31 2015 Equity Incentive Plan On November 30, 2015, the Board of Directors authorized the 2015 Equity Incentive Plan. On December 31, 2019, we issued an aggregate of 102,500 shares to employees in settlement of accrued salaries totaling $ 66,615 . On January 31, 2020 we granted an option to purchase 100,000 shares to a senior member of the sales team with vesting tied directly to 2020 sales goals. On April 8, 2021, the Board terminated the 2015 Equity Incentive Plan. 2021 Equity Incentive Plan On March 2, 2021, our Board adopted the 2021 Nano Magic 2021 Equity Incentive Plan (the “Plan”) to allow equity compensation for those who provide services to the Company and to encourage ownership in the Company by personnel whose service to the Company is important to its continued progress, to encourage recipients to act as owners and thereby in the stockholders’ interest and to enable recipients to share in the Company’s success. Initially, 85,000 2,500 2,500 200,000 100,000 |