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Equity Transactions
6 Months Ended
Dec. 31, 2023
Equity Transactions  
Equity Transactions

Note 8 - Equity Transactions

On October 6, 2023, the Company and Dr. Anil Diwan executed an extension of his employment agreement for a period of one year from July 1, 2023 through June 30, 2024 under the same general terms and conditions. The Company granted Dr. Anil Diwan an award of 10,204 shares of the Company’s Series A preferred stock. The shares shall be vested in quarterly installments of 2,551 shares on September 30, 2023, December 31, 2023, March 31, 2024 and June 30, 2024 and are subject to forfeiture. The Company recognized non-cash compensation expense related to the issuance of the Series A preferred stock of $8,124 and 16,248, respectively for the three and six months ended December 31, 2023. The balance of $16,250 will be recognized as the remaining 5,102 shares vest and service is rendered for the remaining six months ended June 30, 2024.

For the three and six months ended December 31, 2023, the Company’s Board of Directors authorized the issuance of 387 and 774, respectively of fully vested shares of its Series A preferred stock for employee compensation. The Company recorded expense of $1,234 and $2,727, respectively for the three and six months ended December 31, 2023 related to these issuances.

There is currently no market for the shares of Series A preferred stock and they can only be converted into shares of common stock upon a change of control of the Company as more fully described in the Certificate of Designation. The Company, therefore, estimated the fair value of the Series A preferred stock granted to various employees and others on the date of grant. The conversion of the shares is triggered by a change of control. The fair value of the Series A Convertible preferred stock at each issuance was estimated based upon the price of the Company’s common stock after an application for a reasonable discount for lack of marketability.

The Scientific Advisory Board was granted in August 2023 fully vested warrants to purchase 286 shares of common stock with an exercise price of $1.63 per share expiring in August 2027 and in November 2023 fully vested warrants to purchase 286 shares of common stock with an exercise price of $1.55 per share expiring in November 2027. The fair value of the warrants was $147 for the three months ended December 31, 2023 and $306 for the six months ended December 31, 2023 and was recorded as consulting expense.

The Company estimated the fair value of the warrants granted to the Scientific Advisory Board on the date of grant using the Black-Scholes Option-Pricing Model with the following assumptions:

Expected life (year)

    

4

 

Expected volatility

 

51.93-54.02

%

Expected annual rate of quarterly dividends

 

0.00

%

Risk-free rate(s)

 

4.5-4.6

%

For the three and six months ended December 31, 2023, the Company’s Board of Directors authorized the issuance of 23,379 and 62,482, respectively, fully vested shares of its common stock with a restrictive legend for consulting and legal services. The Company recorded expense of $27,000 and $77,600, respectively, for the three and six months ended December 31, 2023, which is reflective of the fair value of the common stock on the dates of issuance.

For the three and six months ended December 31, 2023, the Company’s Board of Directors authorized the issuance of 9,717 and 17,664, fully vested shares of its common stock with a restrictive legend for director services, respectively. The Company recorded an expense of $11,250 and $22,500 for the three and six months ended December 31, 2023, which is reflective of the fair value of the common stock on the dates of issuance.