Stockholders Equity

12 Months Ended

Dec. 31, 2023

Stockholders Equity

Stockholders' Equity

6. Stockholders’ Equity

Change in Authorized Shares

The Company increased the number of authorized common shares the Company is authorized to issue to 495,000,000 on August 8, 2022.  This change in capital structure was approved without a meeting by the consent of the shareholders holding a majority of the common stock outstanding and Articles of Amendment were filed with the State of Nevada. 

Securities Issuances

During the years ended December 31, 2023, shares of common stock and preferred stock were issued to related and non-related parties for the purposes indicated, as follows:

	Share Issuances in the Year Ended December 31, 2023
Services	Common		Preferred		Value
Related Parties
Robert Tankson, Director		1,029,000		-		37,044
Kyle Powers		1,421,000		-		51,156
Total related party issuances		2,450,000		-		88,200
Non-related party issuances		-		-		-
Total shares for services		2,450,000		-		88,200
Shares issued in consideration of notes - related parties		9,900,000		-		54,450
Shares issued in consideration of notes and accrued interest - non related parties		30,897,674		-		353,176
Aggregate Totals		43,247,674		-	$	495,826

During the year ended December 31, 2022, shares of common stock and preferred stock were issued to related and non-related parties for the purposes indicated, as follows:

	Share Issuances in the Year Ended December 31, 2022
Services	Common		Preferred			Value
Related Parties
David Tobias, Officer, Director		-		458,333		$	100,000
Brad Herr, Officer, Director		458,333		-			100,168
Robert Tankson, Director		28,646		-			6,250
Trevor Reed, Director		28,646		-			6,250
Total related party issuances		515,625		458,333			212,668
Non-related party issuances		790,617		-			171,896
Total shares for services		1,306,242		458,333			384,564
Shares issued in consideration of notes and accrued interest - related parties		7,089,255		-			1,417,851
Conversion of preferred stock to common (1:1)		947,764		(947,764	)		-
Conversion of preferred stock to common (19:1)		5,476,237		(288,223	)		-
Aggregate Totals		14,819,498		(777,654	)	$	1,802,415

During the years ended December 31, 2022 David Tobias converted 947,764 of preferred stock into an equal number of common stock in accordance with the terms of the preferred stock.

During the year ended December 31, 2022, two preferred shareholders agreed to convert an aggregate of 288,223 shares of preferred stock into 5,476,237 shares of common stock. The Company requested the shareholders to convert to simplify its capital structure in contemplation of a proposed merger (see Note 8). The conversion rate was determined on various factors, including recent market price of the Company’s common stock and the proposed merger. The conversion rate differed from the original conversion rate resulting in a deemed dividend to the preferred shareholders of $25,940 which is the fair value of the common stock issued less the carrying value of the preferred shares that were converted. The dividend had $nil impact on net loss per share for the year ended December 31, 2022.

Stock payable at December 31, 2022 consists of 1,306,302 preferred shares and 1,469,590 common shares owed to members of the board of directors for directors’ fees and contract services.  These shares were valued at $212,500 based on the fair value of the Company’s common stock at the date of board authorization.  An additional 2,393,873 common shares were owed to various non-related vendors at December 31, 2022 valued at $205,656 based on the fair value of the Company’s common stock at the date of board authorization.  These shares were not issued through December 31, 2023 and are included in the numbers below.

Stock payable at December 31, 2023 consists of 16,199,348 preferred shares and 13,177,349 restricted common shares owed to members of the board of directors for directors’ fees and contract services.  These shares were valued at $743,393 based on the fair value of the Company’s common stock at the date of board authorization.  An additional 7,596,408 common shares were owed to various non-related vendors at December 31, 2023 valued at $83,334 based on the fair value of the Company’s common stock at the date of board authorization.  Subsequent to year end, no issuance of the shares have been made.

Stock Compensation Plans

2020 Stock Plan

On September 25, 2020, the Company adopted the Cannabis Sativa 2020 Stock Plan which authorized the Company to utilize common stock to compensate employees, officers, directors, and independent contractors for services provided to the Company. By resolution dated September 25, 2020, the Company authorized up to 1,000,000 shares of common stock to be issued pursuant to the 2020 Stock Plan. This amount was subsequently increased to 2,000,000 shares on January 27, 2021. At December 31, 2023 and 2022, 44,425 shares were available for future issuance.

Warrants

At December 31, 2022, the Company had 50,000 warrants to purchase shares of the Company’s common stock. These warrants had an exercise price of $2.00 and expired in 2023.  During the year ended December 31, 2022, no warrants were issued or exercised and 125,000 warrants expired.  During the year ended December 31, 2023, warrants activity consisted of the following:  warrants issued - 1,739,766 with an exercise price of $0.019 expiring in September 2028.