Stockholders’ Deficit | Note 12 – Stockholders’ Deficit Authorized Capital The Company has 250,000,000,000 0.0001 5,000,000 0.01 Preferred Stock As of December 31, 2023, the Company had outstanding shares of preferred stock consisting of 10 250,000 20,810.35 2,403.78 8,149.59 10,194.87 Series F Preferred Stock On September 27, 2022, the Company’s then outstanding 17,500 174,097 Series H Preferred Stock Each of the 10 1,000 85% Series L Preferred Stock The Series L Preferred Stock is held by Alcimede LLC and has a stated value of $ 1.00 0.0001 Series M Preferred Stock On June 30, 2020, the Company and Mr. Diamantis entered into an exchange agreement wherein Mr. Diamantis agreed to the extinguishment of the Company’s indebtedness to him totaling $ 18.8 22,000 0.01 1,000 The terms of the Series M Preferred Stock include: (i) each share of the Series M Preferred Stock is convertible into shares of the Company’s common stock at a conversion price equal to 90% 10% provided however 51% 51% During the year ended December 31, 2021, Mr. Diamantis converted a total of 610.65 0.6 45 570 0.6 9,500 4,750 70.00 3.7 0.00009 20,810.35 208.1 Series N Preferred Stock The Company’s Board of Directors has designated 50,000 5,000,000 1,000 30,435.52 The terms of the Series N Preferred Stock include: (i) each share of the Series N Preferred Stock is convertible into shares of the Company’s common stock, at any time and from time to time, at the option of the holder, into that number of shares of common stock determined by dividing the stated value of such share of Series N Preferred Stock, plus any accrued declared and unpaid dividends, by the conversion price; (ii) the conversion price is equal to 90% 10% provided however During the years ended December 31, 2023 and 2022, the holders converted 496.53 3,035.57 0.5 3.0 5.5 16.0 2,403.78 26.7 Series O Preferred Stock On May 10, 2021, the Company closed an offering of shares of its Series O Preferred Stock. The offering was pursuant to the terms of the Securities Purchase Agreement, dated as of May 10, 2021 (the “Purchase Agreement”), between the Company and certain existing institutional investors of the Company. The Purchase Agreement provided for the issuance of up to 4,400 1,100 The Company entered into a second Securities Purchase Agreement (the “Second Purchase Agreement”), dated as of September 7, 2021, between the Company and certain existing institutional investors of the Company. The Second Purchase Agreement provided for the issuance of up to 1,100 550 On October 28, 2021, the Company entered into a third Securities Purchase Agreement, dated as of October 28, 2021 (the “Third Purchase Agreement”), among the Company and certain existing institutional investors of the Company. The Third Purchase Agreement provided for the issuance of up to 4,400 2,200 As a result, during the year ended December 31, 2021, the Company issued 9,900 9.0 1,000 The terms of the Series O Preferred Stock include: (i) each share of the Series O Preferred Stock is convertible into shares of the Company’s common stock, at any time and from time to time, at the option of the holder, into that number of shares of common stock determined by dividing the stated value of such share of Series O Preferred Stock, plus any accrued declared and unpaid dividends, by the conversion price; (ii) the conversion price is equal to 90% 10% provided however During the years ended December 31, 2023 and 2022, the holders converted 535.5 1,214.9 0.5 1.2 6.0 13.1 8,149.59 90.6 8,000 Series P Preferred Stock On November 7, 2021, the Company entered into Exchange and Amendment Agreements (the “November 2021 Exchange Agreements”) with certain institutional investors in the Company wherein the investors agreed to reduce their holdings of $ 1.1 4.5 1.5 8,544.87 1,000 Common Stock Warrants” On March 11, 2022, under the terms of a securities purchase agreement dated January 31, 2022, the Company issued to the institutional investors an additional 1,100 1.0 550 0.5 0.3 10% The terms of the Series P Preferred Stock include: (i) each share of the Series P Preferred Stock is convertible into shares of the Company’s common stock, at any time and from time to time, at the option of the holder, into that number of shares of common stock determined by dividing the stated value of such share of Series P Preferred Stock, plus any accrued declared and unpaid dividends, by the conversion price; (ii) the conversion price is equal to 90 10 provided however On December 31, 2023, 10,194.87 0.00009 113.3 The following table summarizes the activity in the Company’s various classes of preferred stock included in Stockholders’ Deficit for the years ended December 31, 2023 and 2022: Schedule of Stockholders’ Deficit Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Series H Series L Series M Series N Series O Series P Total Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance December 31, 2022 10 $ - - 250,000 $ 2,500 20,810 $ 208 2,900 $ 29 8,685 $ 87 10,195 $ 102 292,600 $ 2,926 Conversion of Series F Preferred Stock into common stock - - - - - - - - - - - Conversion of Series F Preferred Stock into common stock, Shares - - - - - - - - - - - Issuances of Series P Preferred Stock - - - - - - - - - Issuances of Series P Preferred Stock, Shares - - - - - - - - - Conversions of Series N Preferred Stock into common stock - - - - - (496 ) (5 ) - - - - (496 ) (5 ) Conversions of Series O Preferred Stock into common stock - - - - - - - - (535 ) (5 ) - - (535 ) (5 ) Balance December 31, 2023 10 $ - - 250,000 $ 2,500 20,810 $ 208 2,404 $ 24 8,150 $ 82 10,195 $ 102 291,569 $ 2,916 Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Series H Series F Series L Series M Series N Series O Series P Total Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance December 31, 2021 10 $ - 1,750,000 $ 17,500 250,000 $ 2,500 20,810 $ 208 5,936 $ 59 9,900 $ 99 8,545 $ 85 2,045,201 $ 20,451 Balance 10 $ - 1,750,000 $ 17,500 250,000 $ 2,500 20,810 $ 208 5,936 $ 59 9,900 $ 99 8,545 $ 85 2,045,201 $ 20,451 Conversion of Series F Preferred Stock into common stock - - (1,750,000 ) (17,500 ) - - - - - - - - - (1,750,000 ) (17,500 ) Issuances of Series P Preferred Stock - - - - - - - - - - - - 1,650 17 1,650 17 Conversions of Series N Preferred Stock into common stock - - - - - - - (3,036 ) (30 ) - - - - (3,036 ) (30 ) Conversions of Series O Preferred Stock into common stock - - - - - - - - - - (1,215 ) (12 ) - - (1,215 ) (12 ) Balance December 31, 2022 10 $ - - $ - 250,000 $ 2,500 20,810 $ 208 2,900 $ 29 8,685 $ 87 10,195 $ 102 292,600 $ 2,926 Balance 10 $ - - $ - 250,000 $ 2,500 20,810 $ 208 2,900 $ 29 8,685 $ 87 10,195 $ 102 292,600 $ 2,926 Common Stock The Company had 40.6 29.1 5.5 496 6.0 535 1,750,000 16.0 3,036 13.1 1,215 The Company has outstanding options, warrants, convertible preferred stock and convertible debentures. Exercise of the outstanding options and warrants, and conversions of the convertible preferred stock and debentures could result in substantial dilution of the Company’s common stock and a decline in the market price of the common stock. In addition, the terms of certain of the warrants, convertible preferred stock and convertible debentures issued by the Company provide for reductions in the per share exercise prices of the warrants and the per share conversion prices of the debentures and preferred stock (if applicable and subject to a floor in certain cases), in the event that the Company issues common stock or common stock equivalents (as that term is defined in the agreements) at an effective exercise/conversion price that is less than the then exercise/conversion prices of the outstanding warrants, preferred stock or debentures, as the case may be. These provisions, as well as the issuances of debentures and preferred stock with conversion prices that vary based upon the price of our common stock on the date of conversion, have resulted in significant dilution of the Company’s common stock and have given rise to reverse splits of its common stock, including the Reverse Stock Split, which is more fully discussed in Note 1. On August 13, 2020, Mr. Diamantis entered into the Voting Agreement with the Company, Mr. Lagan and Alcimede LLC (of which Mr. Lagan is the sole manager) pursuant to which Mr. Diamantis granted an irrevocable proxy to Mr. Lagan to vote the Series M Preferred Stock held by Mr. Diamantis. Mr. Diamantis has retained all other rights under the Series M Preferred Stock. Regardless of the number of shares of Series M Preferred Stock outstanding and so long as at least one share of Series M Preferred Stock is outstanding, the outstanding shares of Series M Preferred Stock shall have the number of votes, in the aggregate, equal to 51% of all votes entitled to be voted at any meeting of stockholders or action by written consent. This means that the holders of Series M Preferred Stock have sufficient votes, by themselves, to approve or defeat any proposal voted on by the Company’s stockholders, unless there is a supermajority required under applicable law or by agreement. As a result of the Voting Agreement discussed above and the November 5, 2021 Amendment to the Company’s Certificate of Incorporation, as amended, to provide that the number of authorized shares of the Company’s common stock or preferred stock may be increased or decreased (but not below the number of shares then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the Company, which is more fully discussed in Note 1, as of the date of filing this report, the Company believes that it has the ability to ensure that it has and/or can obtain sufficient authorized shares of its common stock to cover all outstanding rights to acquire potentially dilutive common shares. Stock Options The Company maintained and sponsored the Tegal Corporation 2007 Incentive Award Equity Plan (the “2007 Equity Plan”). Tegal Corporation is the prior name of the Company. The 2007 Equity Plan, as amended, provided for the issuance of stock options and other equity awards to the Company’s officers, directors, employees and consultants. The 2007 Equity Plan terminated in September 2017. The following table summarizes the stock option activity for the years ended December 31, 2023 and 2022: Schedule of Stock Option Activity Number of options Weighted- average exercise price Weighted- average contractual term (years) Outstanding at December 31, 2021 26 $ 2,992,125 4.33 Granted - Expired - Outstanding at December 31, 2022 26 $ 2,992,125 3.37 Granted - Expired - Outstanding at December 31, 2023 26 $ 2,992,125 2.37 Exercisable at December 31, 2023 26 $ 2,992,125 As of December 31, 2023, the weighted average remaining contractual life was 2.37 0 The following table summarizes information with respect to stock options outstanding and exercisable by employees and directors at December 31, 2023: Schedule of Stock Option Outstanding and Exercisable Options outstanding Options vested and exercisable Exercise price Number outstanding Weighted average remaining contractual life (years) Weighted average exercise price Aggregate intrinsic value Number vested Weighted average exercise price Aggregate intrinsic value $ 10,000,000 5 2.25 $ 10,000,000 $ - 5 $ 10,000,000 $ - $ 5,000,000 5 2.25 $ 5,000,000 - 5 $ 5,000,000 - $ 269,580 8 2.33 $ 269,580 - 8 $ 269,580 - $ 80,906 8 2.54 $ 80,906 - 8 $ 80,906 - 26 2.37 $ 2,992,125 $ – 26 $ 2,992,125 $ - Common Stock Warrants The Company, as part of various debt and equity financing transactions, has issued warrants to purchase shares of the Company’s common stock exercisable into a total of 511.3 511.3 Included in the warrants outstanding at December 31, 2023 were the March Warrants issued in connection with the March 2017 Debentures. The Company issued these warrants to purchase shares of the Company’s common stock to several accredited investors. At December 31, 2023, these warrants were exercisable into an aggregate of approximately 507.6 190.0 127.6 190.0 five years March 21, 2024 0.00009 Subsequent to December 31, 2023 and through December 31, 2024, 2.5 508.8 101.3 Deemed Dividends During the year ended December 31, 2022, reductions in the exercise prices of the March Warrants gave rise to deemed dividends. See Note 11 for the assumptions used in the calculations of these deemed dividends. Deemed dividends are also discussed under the heading “Preferred Stock” above and in Notes 2, 3 and 11. Shares of Common Stock Issuable Under Warrants The number of shares of common stock issuable under warrants issued and outstanding as well as the exercise prices of the warrants reflected in the table below have been adjusted to reflect the full ratchet and other dilutive and down round provisions pursuant to the warrant agreements. As a result of the full down round provisions of the outstanding warrants (subject to a floor in some cases), subsequent issuances of the Company’s common stock or common stock equivalents at prices below the then current exercise prices of the warrants have resulted in increases in the number of shares issuable pursuant to the warrants and decreases in the exercise prices of the warrants. The following summarizes the information related to the number of shares of common stock issuable under outstanding warrants during the years ended December 31, 2023 and 2022: Schedule of Warrants Activity Number of Shares of Common Stock Issuable Warrants Weighted average exercise Balance at December 31, 2021 54,280,658 $ 1.43 Issuance of warrants - - Increase in number of shares of common stock issuable under 511,312,671,643 - Expiration of warrants (33,601,211 ) (0.9141 ) Balance at December 31, 2022 511,333,351,090 $ 0.00009 Issuance of warrants - - Expiration of warrants (1 ) (794,998 ) Balance at December 31, 2023 511,333,351,089 $ 0.00009 See above and Notes 2, 3 and 11 for a discussion of the dilutive effect on the Company’s common stock as a result of the outstanding warrants. |