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SHAREHOLDERS EQUITY
 12 Months Ended
Dec. 31, 2023
Shareholders' Equity:  
SHAREHOLDERS' EQUITY

NOTE 11. SHAREHOLDERS’ EQUITY

 

Our Board of Directors (the “Board”) may, without further action by our shareholders, from time to time, direct the issuance of any authorized but unissued or unreserved shares of preferred stock in series and at the time of issuance, determine the rights, preferences and limitations of each series. The holders of such preferred stock may be entitled to receive a preference payment in the event of any liquidation, dissolution or winding-up by us before any payment is made to the holders of our common stock. Furthermore, the Board could issue preferred stock with voting and other rights that could adversely affect the voting power of the holders of our common stock.

 

Convertible Series A Preferred Stock

 

Our authorized Convertible Series A Preferred Stock, $0.01 par value, consists of 1,000,000 shares. At December 31, 2023 and 2022, there were 63,750 shares issued and outstanding. The Convertible Series A Preferred Stock is convertible at the rate of one share of common stock for one share of Convertible Series A Preferred Stock.

 

Convertible Series B Preferred Stock

 

Our authorized Convertible Series B Preferred Stock, $1,000 stated value, 7.5% cumulative dividend, consists of 4,000 shares. At December 31, 2023 and 2022, there were no shares issued and outstanding, respectively. Each share of Convertible Series B Preferred Stock may be converted (at the holder’s election) into two hundred shares of our common stock.

 

Common Stock

 

In January 2022, we issued 51,750 shares of common stock valued at approximately $54,000 to members of our Board pursuant to our equity plan (see Note 12). 

 

In January 2023, we issued 60,000 shares of Common Stock valued at approximately $51,000 to members of our Board pursuant to our equity plan (see Note 12).

 

Stock Options

 

  In January 2022 we issued an option to purchase 172,500 shares of common stock to our Chief Executive Officer at an exercise price of $1.12 per share pursuant to an employment agreement. The option was valued at $178,281 and has a contractual term of 10 years. We utilized the Black-Scholes model to fair value the warrant received by our Chief Executive Officer with the following assumptions: volatility, 156%; expected dividend yield, 0%; risk free interest rate, 1.65%; and an expected life of 5 years. The grant date fair value of each share of common stock underlying the warrant was $1.03.

 

In January 2022 we issued an option to purchase 57,500 shares of common stock to our Chief Operating Officer at an exercise price of $1.12 per share pursuant to an employment agreement. The option was valued at $59,427 and has a contractual term of 10 years. We utilized the Black-Scholes model to fair value the warrant received by our Chief Executive Officer with the following assumptions: volatility, 156%; expected dividend yield, 0%; risk free interest rate, 1.65%; and an expected life of 5 years. The grant date fair value of each share of common stock underlying the warrant was $1.03.

 

In January 2022 we issued an option to purchase 40,000 shares of common stock to our Chief Financial Officer at an exercise price of $1.12 per share pursuant to an employment agreement. The option was valued at $41,340 and has a contractual term of 10 years. We utilized the Black-Scholes model to fair value the warrant received by our Chief Executive Officer with the following assumptions: volatility, 156%; expected dividend yield, 0%; risk free interest rate, 1.65%; and an expected life of 5 years. The grant date fair value of each share of common stock underlying the warrant was $1.03.

 

In January 2023, we issued options to purchase 175,000 shares of Common Stock to Officers at an exercise price of $0.85 per share pursuant to an employment agreement. The options were valued at $132,361 and have a contractual term of 10 years. We utilized the Black-Scholes model to fair value the options received by Officers with the following assumptions: volatility, 139%; expected dividend yield, 0%; risk free interest rate, 3.59%; and an expected life of 5 years. The grant date fair value of each share of Common Stock underlying the options was $0.76.

 

In January 2023, we issued options to purchase 42,042 shares of Common Stock to employees at an exercise prices of $0.71- $0.85 per share pursuant to an employment agreement. The options were valued at $30,925, in aggregate and have a contractual term of 10 years. We utilized the Black-Scholes model to fair value the options received by our employees with the following assumptions: volatility, 139%; expected dividend yield, 0%; risk free interest rate, 3.59%; and an expected life of 5 years. The grant date fair value of each share of Common Stock underlying the options was $0.76.

 

The total stock based compensation for the years ended December 31, 2023 and 2022, was $163,286 and $653,843, respectively which has been in included within General and Administration expense in our statement of operations.

The following table summarizes stock options outstanding as of December 31, 2023 and 2022:

 

 

 

December 31, 2023

 

 

December 31, 2022

 

 

 

Number of Options

 

 

Weighted Average Exercise Price

 

 

Number of Options

 

 

Weighted Average Exercise Price

 

Outstanding, beginning of period

 

 

413,000

 

 

$1.65

 

 

 

143,000

 

 

$2.66

 

Granted

 

 

217,042

 

 

 

0.82

 

 

 

270,000

 

 

 

1.12

 

Exercised

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Expired

 

 

(12,500)

 

 

-

 

 

 

-

 

 

 

-

 

Outstanding, end of period

 

 

617,542

 

 

$1.38

 

 

 

413,000

 

 

$1.65

 

 

Options outstanding and exercisable by price range as of December 31, 2023 were as follows:

 

 

 

 

Average

 

 

Exercisable Options

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Remaining

 

 

 

 

 

Weighted

 

Outstanding Options

 

 

Contractual

 

 

 

 

 

Average

 

Range

 

 

Number

 

 

Life in Years

 

 

Number

 

 

Exercise Price

 

$

0.71

 

 

 

7,042

 

 

 

4.06

 

 

 

7,042

 

 

$0.71

 

$

0.80

 

 

 

27,500

 

 

 

2.20

 

 

 

27,500

 

 

$0.80

 

$

0.85

 

 

 

210,000

 

 

 

9.08

 

 

 

210,000

 

 

$0.85

 

$

0.88

 

 

 

31,250

 

 

 

1.01

 

 

 

31,250

 

 

$0.88

 

$

0.96

 

 

 

12,500

 

 

 

1.02

 

 

 

12,500

 

 

$0.96

 

$

1.12

 

 

 

270,000

 

 

 

9.06

 

 

 

270,000

 

 

$1.12

 

$

1.93

 

 

 

10,500

 

 

 

4.06

 

 

 

10,500

 

 

$1.93

 

$

2.16

 

 

 

5,000

 

 

 

2.00

 

 

 

5,000

 

 

$2.16

 

$

4.40

 

 

 

12,500

 

 

 

3.05

 

 

 

12,500

 

 

$4.40

 

$

7.06

 

 

 

31,250

 

 

 

2.75

 

 

 

31,250

 

 

$7.06

 

 

 

 

 

 

617,542

 

 

 

7.05

 

 

 

617,542

 

 

$1.38

 

 

Stock Warrants

 

The following table summarizes the outstanding common stock warrants as of December 31, 2023 and 2022:

 

 

 

December 31, 2023

 

 

December 31, 2022

 

 

 

(Unaudited)

 

 

Weighted Average Exercise Price

 

 

Number of Warrants

 

 

Weighted Average Exercise Price

 

Outstanding, beginning of period

 

 

2,792,335

 

 

$2.25

 

 

 

3,381,021

 

 

$2.22

 

Granted

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Exercised

 

 

-

 

 

 

-

 

 

 

(31,250)

 

 

(0.21)

Expired 

 

 

(20,239)

 

 

(1.11)

 

 

(557,436)

 

 

(2.23)

Outstanding, end of period

 

 

2,772,096

 

 

$2.25

 

 

 

2,792,335

 

 

$2.25

 

Warrants outstanding and exercisable by price range as of December 31, 2023 were as follows:

 

Outstanding Warrants

 

 

 

 

Exercisable Warrants

 

Exercise Price

 

 

Number

 

 

Average Weighted

Remaining Contractual

Life in Years

 

 

Number

 

 

Weighted Average

Exercise Price

 

$

0.64

 

 

 

31,250

 

 

 

9.89

 

 

 

31,250

 

 

$0.64

 

$

0.80

 

 

 

125,000

 

 

 

10.08

 

 

 

125,000

 

 

$0.80

 

$

0.96

 

 

 

442,708

 

 

 

8.98

 

 

 

442,708

 

 

$0.96

 

$

1.12

 

 

 

6,250

 

 

 

0.30

 

 

 

6,250

 

 

$1.12

 

$

1.20

 

 

 

156,250

 

 

 

1.09

 

 

 

156,250

 

 

$1.20

 

$

1.68

 

 

 

1,434,721

 

 

 

2.75

 

 

 

1,434,721

 

 

$1.68

 

$

2.18

 

 

 

172,167

 

 

 

2.75

 

 

 

172,167

 

 

$2.18

 

$

4.00

 

 

 

28,750

 

 

 

6.32

 

 

 

28,750

 

 

$4.00

 

$

6.95

 

 

 

375,000

 

 

 

7.75

 

 

 

375,000

 

 

$6.95

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,772,096

 

 

 

4.62

 

 

 

2,772,096

 

 

$2.25

 

 

There were no unvested warrants outstanding as of December 31, 2023.