STOCKHOLDERS’ EQUITY | NOTE 12 – 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 Common Stock Issued for Services On December 6, 2022, we issued an aggregate of 176,000 0.75 132,000 In February 2023, we reached an agreement with the landlord of our Michigan facility to accept 52,800 1.25 partial payment of rent for the six-month period from October 2022 through March 2023 In May 2023, we reached a further agreement with the landlord that calls for us to pay cash each month to cover the cost of the mortgage and the lease for the lighting fixtures, but that will allow us to pay the balance of the rent by issuing shares of our stock valued at $ 0.75 52,800 81,392 On May 30, 2023, the Company issued 76,922 4,273 4,273 4,277 3,205 3,206 In August 2023, the Company issued to each of three individuals who are serving on its advisory committee a total of 38,460 On December 5, 2023, the Board determined to pay accrued fees due to the directors in shares of common stock and we issued an aggregate of 240,006 Sales of Common Stock During the quarter ended March 31, 2022, the Company sold 375,001 656,249 374,965 18,752 2.25 During the quarter ended June 30, 2022, the Company sold 283,334 495,834 283,310 14,165 2.25 During the quarter ended September 30, 2022, the Company sold 69,445 121,529 69,425 3,471 2.25 During the quarter ended December 31, 2022, the Company sold 115,971 151,909 115,760 2,731 four years 1.75 For the three months ended March 31, 2023, the Company sold 74,806 93,507 74,626 1,492 2.25. During the quarter ended June 30, 2023, the Company sold 253,994 346,064 196,813 4,136 1.75 10,000 50,000 During the quarter ended September 30, 2023, the Company sold an additional 533,331 400,000 250,000 0.75 136,482 196,813 During the quarter ended December 31, 2023, the Company sold 1,084,998 813,750 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, 2023 and 2022 are summarized as follows: SCHEDULE OF STOCK OPTION PLAN ACTIVITY Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance Outstanding, December 31, 2021 3,133,702 $ 0.77 4.93 $ - Exercised - Forfeited or expired (518,411 ) $ 1.03 - - Granted 145,700 $ 0.80 Balance Outstanding, December 31, 2022 2,760,991 $ 0.72 4.09 $ - Exercised - Forfeited or expired (1,176,987 ) $ 0.75 - - Granted 686,479 $ 0.60 Balance Outstanding, December 31, 2023 2,270,483 $ 0.67 2.73 $ 76,725 Exercisable, December 31, 2023 2,244,090 $ 0.67 2.72 $ 76,725 A summary of unvested options and the related average fair-value per share follows: SCHEDULE OF UNVESTED OPTIONS AND RELATED AVERAGE FAIR-VALUE Number of Options Weighted- average Grant Date Fair Value Nonvested as of December 31, 2022 1,491,605 $ 0.83 Granted 686,479 0.50 Vested (974,704 ) 0.62 Cancelled (1,176,987 ) 0.83 Nonvested as of December 31, 2023 26,393 $ 0.57 Options Issued Outside of a Plan In 2023 our President and CEO Tom Berman was paid part of his salary in options. In April, he was granted an option to purchase up to 30,000 shares, fully vested for salary not paid from January to March, and, in May, a second option was granted for up to 69,228 shares that vested over the course of the calendar year for salary not paid in April and subsequent months of 2023. Also in May, we granted our Chief Financial Officer an option for up to 100,000 shares in recognition of his services from 2019 through 2022. Both our CFO and our General Counsel were granted options in May for up to 60,000 shares, which vested over the course of the calendar year. In May, 2023, we also granted director Ronald Berman an option to purchase up to 50,000 shares for services previously rendered and granted him an option for 45,000 shares that vested over the course of the calendar year. All options have an exercise price of $ 0.65 per share and a four-year term. In December 2023, the Company awarded 49,570 0.01 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. Below is a summary of terms for options issued during 2023 outside of the plan. SCHEDULE OF FAIR VALUE OF OPTION AWARD VALUATION ASSUMPTIONS Exercise price per option 0.01 0.65 Fair value per option at grant date $ 0.25 0.61 Expected term 4 Expected volatility 215% 245 % Expected dividend yield 0 % Risk-free interest rate 3.57% 3.96 % 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 50,000 2021 Equity Incentive Plan The Nano Magic 2021 Equity Incentive Plan (the “Plan”) was adopted 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 February 16, 2022, the Board increased the number of options available for issuance under the 2021 Equity Plan and issued 110,700 15,000 On April 12, 2023, the Company granted 47,610 0.65 On May 30, 2023, the Company granted 175,071 0.65 The fair value of the options awarded to employees and service providers 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, 2022, 100,163 54,616 22,627 205,792 options vested and compensation expense related to them for the year-ending 2022 was $ 110,930 with unearned expense of $ 12,143 . Below is a summary of terms for options issued in 2023 under the plan. SCHEDULE OF FAIR VALUE OF OPTION AWARD VALUATION ASSUMPTIONS Exercise price per option $ 0.65 Fair value per option at grant date $ 0.25 0.57 Expected term 4 Expected volatility 215 245 % Expected dividend yield 0 % Risk-free interest rate 3.57 3.96 % Warrants As of December 31, 2023, there were outstanding and exercisable warrants to purchase 7,525,265 shares of common stock with a weighted average exercise price of $ 1.72 per share and a weighted average remaining contractual term of 40.72 months. 7,440,639 shares of common stock with a weighted average exercise price of $ 1.72 per share and a weighted average remaining contractual term of 61.12 months. The weighted average contractual terms reflect the extension of two years for warrants issued between 2018 and 2022 that were effected in May 2022 and December 2023. |