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EQUITY | 6 Months Ended
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Jun. 30, 2023
Equity [Abstract] |
EQUITY | EQUITY Issuance of Registered Shares of Common Stock On February 13, 2023, we entered into an equity purchase agreement (the “2023 Leviston Sales Agreement”) with Leviston Resources LLC (“Leviston”) to offer and sell registered shares of common stock at an aggregate offering price of up to $5,000,000 from time to time, at our option, on terms we deem favorable. As of June 30, 2023, the Company issued 3,495,029 registered shares of common stock to Leviston pursuant to the Company’s Form S-3 filed with the U.S. Securities and Exchange Commission, for an aggregate sales price of $1,300,000 at an average price per share of $0.37, and additional 552,486 common shares at a fair value of $200,000 in commitment fees. As of June 30, 2023, the 2023 Leviston Sales Agreement has $3,700,000 of remaining capacity. On December 16, 2022, the Company entered into a securities purchase agreement for an unsecured convertible promissory note ("Ionic Note") with Ionic. The Convertible Note contains conversion terms that are based on percentages of trading price and volumes over defined measurement periods. (see Note 9, Debt Obligations). On June 21, 2022, we entered into an agreement for the purchase of up to $10,000,000 worth of shares of the Company’s common stock from time to time, at the Company’s option. Any shares offered and sold to Tysadco were registered for resale pursuant to a registration statement on Form S-1 filed with U.S. Securities and Exchange Commission pursuant to the Securities Act of 1933 (the “Securities Act”). The Company paid commissions equal to 5% of the offering proceeds to the placement agent in connection with such sales. In consideration to enter the Purchase Agreement, the Company delivered 428,571 additional shares of common stock with a fair value of $300,000 to Tysadco. For the year ended December 31, 2022, the Company issued 3,433,634 shares of common stock to Tysadco, for an aggregate sales price of $1,100,000 at an average price per share of $0.32. As of June 30, 2023, the Company issued 3,214,599 shares of common stock to Tysadco, for an aggregate sales price of $1,350,000 at an average price per share of $0.42. Sales of common stock, if any, under the Purchase Agreement are made at a 10% discount to the volume weighted average sales price of the common stock on the date that Tysadco receives a capital call from the Company. Issuance (Cancellation) of Unregistered Shares of Common Stock On June 21, 2023, the Company issued 270,757 shares of unregistered restricted common shares with a fair value of $107,507 to Alvin Fund LLC in lieu of cash payments for interest under the Alvin Fund 2022 Note. On February 14, 2023, the Company issued 410,959 shares of unregistered restricted common stock with a fair value of $150,000 to Leviston as payment for due diligence fees under the 2023 Leviston Sales Agreement. On June 21, 2022, the Company also entered into an equity purchase agreement (the “Purchase Agreement”) with Tysadco Partners, LLC (“Tysadco”) for the private placement of 3,076,923 common shares at a purchase price of $0.65 per share. The Company paid $140,000 in cash and delivered 57,143 common shares with a fair market value of $40,000 to the placement agent in connection with such sale. On May 20, 2022, the Company cancelled 720,000 common shares returned by a previous employee who was a former owner of MANA. On April 7, 2022, the Company issued 1,500,000 common shares with a six-month restriction period to Decommissioning Services LLC for the purchase of the Haywood quarry and industrial property (see Note 7, Leases). On February 28, 2022, the Company and the other parties to the LP Biosciences transactions mutually agreed to terminate the Transaction Documents. In connection with the termination, 3,500,000 restricted shares of the Company’s common stock were transferred back to the Company for cancellation upon receipt. Noncontrolling Interest On December 30, 2021, we entered into an agreement with LINICO to purchase additional shares resulting in approximately 90% controlling interest. The remaining 10% ownership was held by AQMS (see Note 16, Related Party) and is accounted for as a noncontrolling interest in our condensed consolidated financial statements. During the six-months ended June 30, 2022, the Company and AQMS made $1,935,813 and $500,000, respectively, in additional investments to LINICO. For the six-months ended June 30, 2023, the Company and AQMS did not make additional capital contribution in LINICO. As of June 30, 2023 and December 31, 2022, we own 88.22% and 88.21%, respectively, of LINICO and AQMS owns 11.78% and 11.79%, respectively. LINICO is required pay dividends to the Company and AQMS after the date it receives cash payment in full for the issuance of any shares of Series A Preferred Stock or Series A-2 Preferred Stock, and from and after the date of issuance of any shares of Series A-1 Preferred Stock or Series A-3 Preferred Stock, at the rate per annum of eight percent 8% of the Original Issue Price of such shares, plus the amount of previously accrued and unpaid dividends. As of June 30, 2023 and December 31, 2022, accrued dividends of $357,312 and $266,516, respectively, were due to AQMS and are included in accrued liabilities on the condensed consolidated financial statements. In March 2022, the $500,000 capital contribution from AQMS was invested in LINICO through the exercise of Series A preferred stock warrants which decreased the Company’s ownership in LINICO by 2.01% from 90.34% to 88.33%. The ownership percentage change did not result in a change in control and the Company retained and maintained control of LINICO. The decrease in ownership percentage resulted in a reduction to the Company's additional paid in capital of $176,695 as of March 31, 2022 reflected in our condensed consolidated statement of changes in stockholders' equity. Treasury Stock At June 30, 2023 and December 31, 2022, our treasury stock includes 2,605,323 shares of our common stock with carrying value of $3,360,867. The shares were acquired with our acquisition of LINICO on December 30, 2021 and are carried at cost and presented as a deduction to equity. During 2022, we sold 394,677 shares of treasury stock with a carrying value of $509,113 for gross proceeds of $240,077. The difference of $269,056 was recognized as a deduction to additional paid in capital. No sales of treasury stock were made for the six-months ended June 30, 2023. Warrants Outstanding warrants at June 30, 2023 and December 31, 2022 are as follows:
| Number of Warrants |  | Exercise Price |  | Expiration Date
GHF, Inc. | 200,000 |  |  | $ | 1.0000 |  |  | August 22, 2024
GHF, Inc. | 500,000 |  |  | $ | 0.4555 |  |  | December 15, 2024
GHF, Inc. | 500,000 |  |  | $ | 2.5217 |  |  | December 15, 2024
Total Outstanding warrants | 1,200,000 |  |  |  |  |

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