STOCKHOLDERS’ EQUITY | NOTE 6 - STOCKHOLDERS’ EQUITY Description of Preferred and Common Stock 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 Sales of Common Stock and Derivative Equity Securities On January 7, 2022, and again on February 14, 2022, the Company sold to several investors an aggregate of $ 200,000 convertible promissory notes due March 31, 2025 8 % per annum, payable quarterly in cash. The notes are convertible at any time at the option of the holder into shares of common stock at a conversion price of $ 1.75 per share. On January 11, 2022, the Company sold to Magic Growth 3 LLC 222,223 shares of common stock for proceeds of $ 388,890 and warrants to purchase up to 222,195 shares of common stock for proceeds of $ 11,110 . The warrants are exercisable at any time during the four years after date of issue at a warrant exercise price of $ 2.25 . On February 22, 2022, the Company sold to Magic Growth 3 LLC 152,778 shares of common stock for proceeds of $ 267,362 and warrants to purchase up to 152,770 shares of common stock for proceeds of $ 7,638 . The warrants are exercisable at any time during the four years after date of issue at a warrant exercise price of $ 2.25 . Stock Options Stock options to purchase common stock outstanding at March 31, 2022 include the 130,700 options granted under the 2021 Equity Incentive Plan, and the expiration or forfeiture of 120,682 options. No options were exercised during the period. No options have been included in diluted earnings per share as they would be anti-dilutive. SCHEDULE OF STOCK OPTION PLAN ACTIVITY Number of Options Weighted Average Exercise Price Weighted Average Term (Years) Aggregate Intrinsic Value Outstanding December 31, 2021 2,133,702 $ 0.77 4.93 - Exercised - - Issued 130,700 $ 0.80 - - Expired & forfeited 120,682 1.88 Outstanding March 31, 2022 2,143,720 $ 0.72 3.24 $ - Exercisable March 31, 2022 959,881 $ 0.67 2.93 $ - SCHEDULE OF STOCK OPTIONS AND WARRANTS March 31, December 31, Stock options 2,143,720 3,123,702 Stock warrants 6,972,143 5,443,440 Total 9,115,863 8,567,142 Net income (loss) per share for common stock is as follows: SCHEDULE OF WEIGHTED AVERAGE NUMBER OF SHARES Net income (loss) per common share outstanding: Three Months Ended March 31, Three Months Ended Common stock $ (0.11 ) $ 0.04 Weighted average shares outstanding: 9,945,658 8,906,219 Warrants As of March 31, 2022, there were outstanding and exercisable warrants to purchase 6,972,143 1.69 48 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 66,615 100,000 2021 Equity Incentive Plan On March 2, 2021, our Board adopted the 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 shares were available for issuance under the Plan and that number of options were also granted to employees on March 2, 2021. On April 8, 2021 the number of shares under the Plan was increased by 2,500 , and an additional 2,500 options were granted. During the period ended March 31, 2022 we granted 130,700 options with an exercise price of $ 0.80 and weighted average fair value on the grant date of $ 0.60 . |