Stockholders’ Deficiency

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Stockholders’ Deficiency

Note 7 – Stockholders’ Deficiency

Preferred Stock Dividends

During the three months ended September 30, 2024 and 2023, the Company accrued additional preferred dividends of $350,984 and $309,150, respectively. During the nine months ended September 30, 2024 and 2023, the Company accrued additional preferred dividends of $1,017,520 and $907,516, respectively. As of September 30, 2024 and December 31, 2023, there were accrued preferred stock dividends of $365,078 and $25,540, respectively.

During the three months ended June 30, 2024, the Company issued an aggregate of 904,049 shares of common stock at the stated value of $0.75 per share for aggregate value of $677,982, pursuant to the terms of the Series A, B and C Convertible Preferred Stock Certificates of Designation, in connection with the partial payment of accrued dividends for Series A, Series B, and Series C Convertible Preferred Stock.

Series B Convertible Preferred Stock

During the nine months ended September 30, 2024, the Company received gross proceeds of $776,001 from investors in connection with the issuance of an aggregate of 103,464 shares of its Series B Convertible Preferred Stock and five-year warrants to purchase an aggregate of 1,164,000 shares of the Company’s common stock at an exercise price of $0.75 per share. The warrants and embedded conversion options were accounted for as derivative liabilities under the Company’s sequencing policy and had an aggregate issuance date fair value of $166,500.

Series C Convertible Preferred Stock

See Note 6, Notes Payable – Convertible Notes Payable for details associated with conversions of notes payable into 13,333 shares of Series C Convertible Preferred Stock. The embedded conversion option of the Series C Convertible Preferred Stock was accounted for as a derivative liability under the Company’s sequencing policy and had an issuance date fair value of $1,700.

Common Stock

See Note 6, Notes Payable – Convertible Notes Payable for details associated with conversions of accrued interest into 6,546 shares of common stock.

During the three months ended March 31, 2024, the Company issued 180,000 shares of the Company’s common stock with an issuance date fair value of $45,000 in connection with a legal settlement that was included within accrued compensation as of December 31, 2023.

During the three months ended March 31, 2024, the Company issued 1,000,000 immediately vested shares of the Company’s common stock to a certain consultant as compensation for services performed. The shares had a grant date fair value of $260,000 which was recognized immediately.

During the three and six months ended June 30, 2024, the Company issued 18,000 and 2,000 shares of the Company’s common stock to a certain investor in satisfaction of convertible note payable late fees. The shares had an issuance date fair value of $5,200 which was recognized immediately.

During the three months ended September 30, 2024, the Company received gross proceeds of $415,625 from investors in connection with the issuance of an aggregate of 1,312,500 shares of its common stock and ten-year warrants to purchase an aggregate of 1,312,500 shares of the Company’s common stock at an exercise price of $0.35 per share. The warrants had an issuance date fair value of $287,455 and were accounted for as derivative liabilities under the Company’s sequencing policy on the condensed consolidated balance sheet as of September 30, 2024.

Stock Warrants

During the three months ended March 31, 2024, the Company entered into an advisory agreement with a certain advisor to perform independent advisory services in connection with business operations from January 5, 2024 to June 4, 2024. In consideration of services to be performed, the Company issued five-year warrants to purchase 100,000 shares of common stock, which vest 20% monthly during the term of the agreement at an exercise price of $1.25 per share. The warrants had a grant date fair value of $6,590 which will be recognized over the vesting term.

See Note 6, Notes Payable and Note 7, Stockholders’ Deficiency – Common Stock for additional details associated with the issuance of stock warrants.

Stock-Based Compensation

During the three months ended September 30, 2024, the Company recognized stock-based compensation expense of $5,070, consisting of $1,408 of expense related to warrants which was included within accrued compensation and $3,662 related to common stock which was included within accrued compensation, which was included within general and administrative expenses on the condensed consolidated statement of operations. During the three months ended September 30, 2023, the Company recognized stock-based compensation expense of $25,962, consisting of $24,130 of expense related to warrants (of which, $23,758 was included within stockholder’s deficiency and $372 was included within accrued compensation), and $1,832 of expense related to common stock issued or to be issued for consulting services (which has been included within accrued compensation) which was included within general and administrative expenses.

During the nine months ended September 30, 2024, the Company recognized stock-based compensation expense of $309,297, consisting of $36,804 of expense related to warrants (of which, $37,979 was included within stockholder’s deficiency and $(1,175) was included within accrued compensation) and $272,493 of expense related to common stock to be issued for consulting services (of which, $265,200 was included within stockholder’s deficiency and $7,293 was included within accrued compensation), which was included within general and administrative expenses on the condensed consolidated statement of operations. During the nine months ended September 30, 2023, the Company recognized stock-based compensation expense of $404,978 (consisting of $63,709 of expense related to warrants (of which, $64,358 was included within stockholder’s deficiency and $(649) was included within accrued compensation and $341,269 of expense related to common stock issued or to be issued for consulting services described above (of which, $330,000 has been included within stockholder’s deficiency and $11,269 has been included within accrued compensation) which was included within general and administrative expenses.

There was no unrecognized stock-based compensation expense as of September 30, 2024.