STOCKHOLDERS EQUITY

12 Months Ended

Dec. 31, 2024

STOCKHOLDERS EQUITY

STOCKHOLDERS EQUITY

NOTE 7 - STOCKHOLDERS’ EQUITY

Class A Convertible Preferred Stock

As of December 31, 2024, the Company had authorized 80,000,000 shares of Class A Convertible Preferred Stock (“Class A Stock”) with $0.0001 par value per share, of which 1,000,000 shares were issued and outstanding as of December 31, 2024, and 2023. Each share of Class A Convertible Preferred Stock is convertible into common shares at any time into 1/10 (one-tenth of one share) shares of common stock. The Class A Convertible Preferred Stockholders vote with common stock at a rate of 50 votes per share. No dividends are payable unless declared by the Board of Directors. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of shares of Class A Convertible Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders pari passu with any payment made to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to any dividends declared but unpaid thereon.

Class B Convertible Preferred Stock

As of December 31, 2024, and 2023, the Company had authorized 1,500 shares of Class B Convertible Preferred Stock, $0.0001 par value per share, of which 0 shares were issued and outstanding as of December 31, 2024, and 2023. Each share of Class B Convertible Preferred Stock has a stated value of $1,200 and is convertible into common shares at any time at the stated value divided by $0.00244. The Class B Convertible Preferred Stockholders vote with common stock on an as-converted basis, receive a cumulative 8% annual dividend paid quarterly in cash or stock, and receive dividends on an as-converted basis pari passu with common stock. The shares may be redeemed by the Company at the stated value, plus any accrued amounts, multiplied by a premium ranging from 1.15 to 1.25, depending on redemption timing. Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation an amount equal to the Stated Value, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and owing for each share of Class B Convertible Preferred Stock before any distribution or payment shall be made to the holders of any Junior Securities, and if the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the Class B Convertible Preferred Stock Holders shall be ratably distributed among the Class B Convertible Preferred Stock Holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. A Fundamental Transaction or Change of Control Transaction shall not be deemed a Liquidation. The Corporation shall mail written notice of any such Liquidation, not less than forty-five days prior to the payment date stated therein, to each Class B Convertible Preferred Stock Holder.

Class C Convertible Preferred Stock

As of December 31, 2024, and 2023, the Company had authorized 1,500 shares of Class C Convertible Preferred Stock, $0.0001 par value per share, of which 0 shares were issued and outstanding as of December 31, 2024, and 2023. Each share of Class C Convertible Preferred Stock has a stated value of $1,200 and is convertible into common shares at any time at the stated value divided by the lower of $0.1055 or the lowest VWAP over the prior fifteen trading days. The Class C Convertible Preferred Stockholders vote with common stock on an as-converted basis, receive a cumulative 3% annual dividend paid quarterly in cash or stock, and receive dividends on an as-converted basis pari passu with common stock. The shares may be redeemed by the Company at the stated value, plus any accrued amounts, multiplied by a premium ranging from 1.15 to 1.25, depending on redemption timing. Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation an amount equal to the Stated Value, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and owing for each share of Class C Convertible Preferred Stock before any distribution or payment shall be made to the holders of any Junior Securities, and if the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the Class C Convertible Preferred Stock Holders shall be ratably distributed among the Class C Convertible Preferred Stock Holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. A Fundamental Transaction or Change of Control Transaction shall not be deemed a Liquidation. The Corporation shall mail written notice of any such Liquidation, not less than forty-five days prior to the payment date stated therein, to each Class C Convertible Preferred Stock Holder.

Class D Convertible Preferred Stock

As of December 31, 2024, and 2023, the Company had authorized 2,000 shares of Class D Convertible Preferred Stock, $0.0001 par value per share, of which 0 shares were issued and outstanding as of December 31, 2024, and 2023. Each share of Class D Convertible Preferred Stock has a stated value of $1,200 and is convertible into common shares at any time at the stated value divided by the lower of $0.1055 or the lowest VWAP over the prior fifteen trading days. The Class D Convertible Preferred Stockholders vote with common stock on an as-converted basis, receive a cumulative 3% annual dividend paid quarterly in cash or stock, and receive dividends on an as-converted basis pari passu with common stock. The shares may be redeemed by the Company at the stated value, plus any accrued amounts, multiplied by a premium ranging from 1.15 to 1.25, depending on redemption timing. Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation an amount equal to the Stated Value, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and owing for each share of Class D Convertible Preferred Stock before any distribution or payment shall be made to the holders of any Junior Securities, and if the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the Class D Convertible Preferred Stock Holders shall be ratably distributed among the Class D Convertible Preferred Stock Holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. A Fundamental Transaction or Change of Control Transaction shall not be deemed a Liquidation. The Corporation shall mail written notice of any such Liquidation, not less than forty-five days prior to the payment date stated therein, to each Class D Convertible Preferred Stock Holder.

Class E Convertible Preferred Stock

As of December 31, 2024, and 2023, the Company had authorized 5,000 shares of Class E Convertible Preferred Stock, $0.0001 par value per share, of which 0 shares were issued and outstanding as of December 31, 2024, and 2023. Each share of Class E Convertible Preferred Stock has a stated value of $1,200 and is convertible into common shares at any time at the stated value divided by the lower of the common stock’s prior day closing price at issuance or the lowest VWAP over the prior fifteen trading days. The Class E Convertible Preferred Stockholders vote with common stock on an as-converted basis, receive a cumulative 8% annual dividend paid quarterly in cash or stock, and receive dividends on an as-converted basis pari passu with common stock. The shares may be redeemed by the Company at the stated value, plus any accrued amounts, multiplied by a premium ranging from 1.15 to 1.20, depending on redemption timing. Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation an amount equal to the Stated Value, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and owing for each share of Class E Convertible Preferred Stock before any distribution or payment shall be made to the holders of any Junior Securities, and if the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the Class E Convertible Preferred Stock Holders shall be ratably distributed among the Class E Convertible Preferred Stock Holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. A Fundamental Transaction or Change of Control Transaction shall not be deemed a Liquidation. The Corporation shall mail written notice of any such Liquidation, not less than forty-five days prior to the payment date stated therein, to each Class E Convertible Preferred Stock Holder.

Undesignated Preferred Shares

As of December 31, 2024, and 2023, a total of 19,990,000 shares of preferred stock remains undesignated and unissued.

Except as noted above, shares of Preferred Stock rank pari passu with the Company’s Common Stock with respect to liquidation rights.

Preferred Stock Issuances and Conversions

During the year ended December 31, 2023, the Company issued 5,474,018 and 34 shares of Class A Convertible Preferred Stock and Class C Convertible Preferred Stock, respectively.

During the year ended December 31, 2023, the Company exchanged 2,773 shares of common stock in exchange for 80,199,999 and 53 shares or Class A Convertible Preferred Stock and Class C Convertible Preferred Stock, respectively.

Common Stock

As of December 31, 2024, and 2023, the Company’s authorized common stock was 6,000,000,000 and 192,307,693 shares, respectively, at $0.0001 par value per share. As of December 31, 2024, and 2023 shares issued and outstanding were 40,923,495 and 43,516, respectively.

Common Stock Issuances

During the year ended December 31, 2023, the Company had the following issuances of common stock:

· 14,126 shares for services

· 28 shares for acquisition expenses

· 8,214 shares for cash

· 10,859 shares for the conversion of debt and accrued interest

· 1,227 shares for rounding adjustments as a result of reverse splits

· 6,179 shares for the exercise of pre-funded warrants

· 2,773 shares for the conversion of preferred shares

During the year ended December 31, 2024, the Company had the following issuances of common stock:

· 1,693,096 shares for services

· 8,680,921 shares for cash

· 17,410,824 shares for the conversion of debt and accrued interest

· 1,059,770 shares for the conversion of liabilities

· 11,363,199 shares for rounding adjustments as a result of reverse splits

· 4,850 shares for the exercise of pre-funded warrants

· 667,319 shares for the settlement of pre-funded warrants

Equity Financing and Registration Rights Agreements

On January 26, 2023 (the “Effective Date”), the Company entered into an equity financing agreement (the “Equity Financing Agreement”) and a registration rights agreement (the “Registration Rights Agreement”) with GHS Investments LLC (“GHS”) pursuant to which GHS shall purchase from the Company, up to that number of shares of common stock of the Company (the “Shares”) having an aggregate Purchase Price of Ten Million Dollars ($10,000,000), subject to certain limitations and conditions set forth in the Equity Financing Agreement from time to time over the course of twenty four (24) months after an effective registration of the Shares with the SEC pursuant to the Registration Rights Agreement, was declared effective by the SEC during February 2024 (the “Contract Period”).

The Equity Financing Agreement grants the Company the right, from time to time at its sole discretion (subject to certain conditions) during the Contract Period, to direct GHS to purchase shares of Common Stock on any business day (a “Put”), provided that at least ten trading days has passed since the most recent Put. The Purchase Price of the Put shall be 80% of the traded price of the Common Stock during the ten (10) consecutive Trading Days preceding the relevant Trading Day on which GHS receives a Put Notice. Following an up-list of the Company’s Common Stock to the NASDAQ or equivalent national exchange, the Purchase Price shall be 90% of the Market Price, subject to a floor price of $.02 per share, below which the Company shall not deliver a Put.

The maximum dollar amount of each Put will not exceed five hundred thousand dollars ($500,000) and the minimum dollar amount of each Put is ten thousand dollars ($10,000). In the event the Company becomes listed on an exchange which limits the number of shares of Common Stock that may be issued without shareholder approval, then the number of Shares issuable by the Company and purchasable by GHS, shall not exceed that number of the shares of Common Stock that may be issuable without shareholder approval.  Puts are further limited to GHS owning no more than 4.99% of the outstanding stock of the Company at any given time.

The Company will pay a fee of 2% of the gross proceeds the Company receives from sales of common stock under the Purchase Agreement, to Icon Capital Group, LLC (“Icon”) pursuant to a placement agent agreement between the Company and Icon (the “Placement Agent Agreement”).

The Equity Financing Agreement, Placement Agent Agreement and the Registration Rights Agreement contain customary representations, obligations, rights, warranties, agreements, and conditions of the parties. The Equity Financing Agreement terminates upon any of the following events: when GHS has purchased an aggregate of Ten Million Dollars ($10,000,000) in the Common Stock of the Company pursuant to the Equity Financing Agreement; or on the date that is twenty-four (24) calendar months from the date the Equity Financing Agreement was executed.

Actual sales of shares of Common Stock to GHS under the Equity Financing Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the Common Stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations.

Warrants

On December 14, 2023, SinglePoint Inc. entered into an underwriting agreement with Alexander Capital, LP, as representative of the underwriters party thereto (together, with the Representative, the “Underwriters”), related to the Company’s public offering (the “Offering”) of 8,000 shares of common stock, par value $0.0001 per share, of the Company (the “Firm Shares”). In connection with the Offering, and as partial underwriting consideration, the Company issued warrants for the purchase of an aggregate of 160 shares of common stock (the “Underwriter Warrants”) to the Underwriters.  The Underwriter Warrants, subject to a 180-day lock-up restriction, are exercisable for a five-year period commencing on the date of commencement of sales of securities pursuant to the Registration Statement at an exercise price of $650, equal to 130% of the offering price per share sold in the Offering. The Offering occurred on December 19, 2023.

The Company entered into conversion agreements with the holders of the Company’s outstanding shares of Class B, C, D, and E preferred stock under which such holders agreed to convert all their shares into Common Stock and pre-funded warrants as of December 15, 2023. As a result of the conversions, the Company issued 37,072 pre-funded warrants. The pre-funded warrants have no expiration date and have an exercise price of $0.01 per share. The conversion resulted in a loss totaling $1,394,817 during the year ended December 31, 2023.

During the year ended December 31, 2024, the Company issued 667,319 shares of common stock to settle four outstanding warrants with an investor. As a result of the issuance, the Company recorded a loss on warrant settlement totaling $542,000.

The following table presents the Company’s warrants as of December 31, 2024, and 2023, and for the years then ended:

	Number of  Shares			Weighted Average Exercise Price		Weighted Average Remaining Life (in years)
Warrants and warrants exercisable as of December 31, 2022		4		$	118,560.00		4.26
Issued		37,232			2.80		10.00
Settled		-			-		-
Exercised		(6,179	)		0.01		10.00
Warrants and warrants exercisable as of December 31, 2023		31,057			18.63		9.97
Issued		9,823			0.01		10.00
Settled		(4	)		118,560.00		2.41
Exercised		(4,850	)		0.01		10.00
Warrants and warrants exercisable as of December 31, 2024		36,026		$	2.90		9.11