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Equity and Non-Controlling Interests
 6 Months Ended
Jun. 30, 2024
Equity [Abstract]  
Equity and Non-Controlling Interests

4. Equity and Non-Controlling Interests

 

Equity

 

Preferred shares – 10,000,000 shares authorized, no shares issued and outstanding. The board of directors may designate preferred shares to be issued, and may rank preferred shares as junior to, on parity with or senior to other preferred shares (in each case, with respect to distributions or other payments in respect of shares). Since the board of directors may set all the terms of any class of preferred shares, these are considered “blank check” preferred shares. Currently the board has not defined dividend and liquidation preference, participation rights, call prices and dates, sinking-fund requirements, or terms.

 

Class A common shares – 95,000,000 shares authorized, 4,295,632 shares issued and outstanding. These shares are common shares and have one vote per share. Currently, these shares do not have a defined dividend or liquidation preference.

 

Class B common shares – 5,000,000 shares authorized, 5,000,000 issued and outstanding. These shares are common shares and have five votes per share. Currently, these shares do not have a defined dividend or liquidation preference. These shares may be converted one to one for a Class A common shares at any time and from time to time, at the election of the holder.

 

 

Non-Controlling Interests

 

During the six-months ended June 30, 2024, the ownership interest in Invizyne was 60.94% and the non-controlling interest was 39.06%. During the six-months ended June 30, 2023, the ownership interest in Invizyne was 60.94%, the non-controlling interest (“NCI”) was 39.06%. Invizyne is accounted for in the six-months periods ended June 30, 2024 and 2023, respectively, under the consolidation method.

 

The NCI ownership will be equal to the NCI percentage as of the reporting period. Therefore, there will be a redistribution of equity between MDB and the NCI owner. As of June 30, 2024 and 2023, the Company’s equity interest in Invizyne was 60.94% and 60.94% respectively, and the remaining equity interest was owned by the NCIs as presented below:

 

  

For the Six Months Ended

June 30,

 
   2024   2023 
         
Invizyne net loss  $(2,368,987)  $(419,229)
Weighted average non-controlling percentage   39.06%   39.06%
Net loss non-controlling interest  $(925,326)  $(163,778)
Prior period balance   7,250    468,665 
Stock-based compensation   491,085    113,077 
Ending period balance  $(426,991)  $417,964 

 

If a change in the parent ownership in a subsidiary from an additional investment or from the issuance of stock-based compensation, a change of the NCI ownership is recognized based on the amount invested and the carrying amount of the NCI is adjusted to reflect the change in the NCI ownership in the subsidiary’s net assets.