STOCKHOLDERS’ EQUITY | NOTE 11 - 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 Issuances of Common Stock Common Stock Issued for Services and for Stock Appreciation Rights On February 12, 2020, we issued an aggregate of 21,048 0.57 12,000 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 On December 15, 2021, we issued an aggregate of 45,333 0.75 34,000 Sales of Common Stock On January 22, 2020, we sold 198,530 0.65 129,044 198,516 198,516 1.50. four years 5,955 On February 24, 2020, we sold 205,883 0.65 133,824 205,868 198,516 1.50 four years 6,176 On March 24, 2020, in a private placement to PEN Comeback 2, we sold 551,600 242,518 0.65 516,177 794,110 794,110 1.50 four years 23,823 On March 26, 2020, in a private placement to the same investor we committed to issue 36,765 .65 23,897 36,758 36,780 1.50 four years 1,103 On July 13, 2020, Nano Magic Inc. sold to Magic Growth, LLC 388,462 485,578 388,450 19,422 four years 2.00 On August 12, 2020, Nano Magic Inc. sold to Magic Growth, LLC 461,538 576,923 461,525 23,079 four years 2.00 On September 14, 2020, Nano Magic Inc. sold to Magic Growth, LLC 130,770 163,463 130,750 6,537 four years 2.00 On February 16, 2021, the Company sold to Magic Growth 2 LLC, 769,231 shares of common stock for proceeds of $ 961,538 and warrants to purchase up to 769,225 shares of common stock for proceeds of $ 38,463 . The warrants are exercisable at any time during the four years after date of issue at a warrant exercise price of $ 2.00 per share. PEN Comeback Management, LLC, owned by Tom J. Berman and Ronald J. Berman, is the sole voting member of Magic Growth 2 LLC. On March 17, 2021, the Company sold to Magic Growth 2 LLC, 385,231 481,539 385,225 19,260 2.00 All of these sales of stock and warrants were sold in private placements exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. Stock Options Stock options outstanding are to purchase common stock. Stock option activities for the years ended December 31, 2021 and 2020 are summarized as follows: SCHEDULE OF STOCK OPTION PLAN ACTIVITY Number of Options Weighted Weighted Aggregate Balance Outstanding, December 31, 2019 455,502 $ 1.24 $ - Exercised - - Forfeited or expired (52,610 ) 0.61 Granted 100,000 0.65 Balance Outstanding, December 31, 2020 502,892 $ 0.89 3.23 $ 220,000 Exercised - Forfeited or expired (116,690 ) 1.83 Granted 2,737,500 0.80 Balance Outstanding, December 31, 2021 3,123,702 $ 0.77 4.93 $ - Exercisable, December 31, 2021 867,624 $ 0.72 2.96 $ - Options Issued Outside of a Plan On April 3, 2019, we issued to our CEO and President, Tom Berman, options to purchase up to 550,000 0.55 100,000 450,000 On March 2, 2021, in connection with the three-year extension of the contract with our President and Chief Executive Officer, Mr. Tom Berman was granted an option 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 The fair value of the options awarded outside of any plan was calculated using the Black-Scholes method. The assumptions used in the calculations are shown below. The expected term represents the period of time that the options are expected to be outstanding. SCHEDULE OF FAIR VALUE OF OPTION AWARD VALUATION ASSUMPTIONS 2021 2020 Exercise price per option $ 0.75 $ 0.55 0.65 Fair value per option at grant date $ 0.69 - 0.84 $ 0.49 0.55 Expected term 5 5 Expected volatility 130 335 % 141 161 % Expected dividend yield 0 % 0 % Risk-free interest rate 0.19 1.18 % 1.66 1.31 % Expense in period $ 474,839 $ 186,612 Unearned expense $ 631,785 $ 0 2015 Equity Incentive Plan On November 30, 2015, the Board of Directors authorized the 2015 Equity Incentive Plan. 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. On January 31, 2020 an option grant of 100,000 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 2,500 200,000 100,000 100,000 On August 10, 2021, we issued the option to purchase up to 100,000 The fair value of the options awarded to employees and service providers in March of 2021 under the 2021 Equity Plan were calculated using the Black-Scholes method and were tied to service conditions for purposes of vesting. The assumptions used in the calculations are shown below. The expected term represents the period of time that the options are expected to be outstanding. During the year ended December 31, 202 1, 43,385 42,320 23,301 SCHEDULE OF FAIR VALUE OF OPTION AWARD VALUATION ASSUMPTIONS Exercise price per option $ 0.75 Fair value per option at grant date $ 0.76 0.88 Expected term 5 Expected volatility 129 131 % Expected dividend yield 0 % Risk-free interest rate 0.33 0.93 % Warrants As described above, we issued warrants in connection with sales of our common stock. In addition, in connection with the lease for the facility in Michigan effective May 31, 2020, we issued the landlord warrants to purchase up to 410,000 1.50 311,718 As of December 31, 2021, there were outstanding and exercisable warrants to purchase 6,597,178 1.66 24.9 As of December 31, 2020, there were outstanding and exercisable warrants to purchase 5,443,440 1.59 34.1 |