Stockholders’ Equity

6 Months Ended

Jun. 30, 2025

Stockholders’ Equity [Abstract]

STOCKHOLDERS’ EQUITY

10 STOCKHOLDERS’ EQUITY

a. Common Stock

The Company has total authorized Common Stock of 750,000,000 shares with a par value of $0.0001 each. The Company had 319,950,057 and 19,081,446 shares of Common Stock issued and outstanding as of June 30, 2025 and December 31, 2024, respectively.

On August 6, 2024, the Company received a conversion notice from the holder of RRH Note 2 (see Note 12) pursuant to which $13,833 of the remaining principal, interest and late payment penalty under the RRH 2 Note was converted into 164,679 shares of Common Stock at a conversion price of $0.084 per share. As a result of the conversion of the RRH Note 2, a warrant, with full ratchet anti-dilution price protection, exercise price was reduced from $0.345 per share to $0.084 per share and the number of shares exercisable was increased from 3,145,342 shares to 12,918,370 shares, resulting in a deemed dividend charge and a credit to additional paid in capital of $426,807.

Between August 6, 2024 and September 17, 2024, in terms of conversion notices received from 4 convertible note holders, including the RRH Note 2 described above, the Company issued 2,365,663 shares of common stock for the conversion of $198,716 of convertible debt at a conversion price of $0.084 per share, realizing an aggregate loss on conversion of $159,493.

Between January 7, 2025 and June 27, 2025, in terms of conversion notices received from 5 convertible note holders, the Company issued 300,868,611 shares of common stock for the conversion of $439,108 of convertible debt at a weighted average conversion price of $0.00146 (conversion prices ranging from ($0.0325 to $0.0005) realizing an aggregate loss on conversion of $699,087.

b. Restricted stock awards

The restricted stock granted, issued and exercisable at June 30, 2025 is as follows:

		Restricted Stock Granted and Vested
Grant date Price		Number Granted		Weighted Average Fair Value per Share
$	1.47		683,167	$	1.47
$	1.50		33,333		1.50
$	1.65		66,667		1.65
			783,167	$	1.50

The Company has recorded an expense of $0 for the three and six months ended June 30, 2025 and 2024. 

c. Preferred Stock

The Company has authorized 25,000,000 shares of preferred stock with a par value of $0.0001 authorized. No preferred stock was issued and outstanding as of June 30, 2025 and December 31, 2024.

d. Warrants

On March 4, 2024, the Company entered into a Securities Purchase Agreement with an accredited investor. In terms of the Securities Purchase Agreement, the Company issued a five-year warrant to purchase an aggregate of 357,764 shares of the Common Stock at an exercise price of $0.345 per share (as adjusted for stock splits, stock combinations, dilutive issuances and similar events). The Company is under no obligation to register the shares of Common Stock underlying the Note or the Warrant, for public resale.

On March 14, 2024, the Company extended the maturity date of 11 convertible notes maturing between February 13, 2024 and February 23, 2024 by an additional six months and as compensation for the extension, the note holders were issued warrants exercisable for 387,673 shares of Common Stock at an exercise price of $0.345 per share.

Between May 3, 2024 and May 28, 2024, the Company entered into a Securities Purchase Agreements with four accredited investors. In terms of the Securities Purchase Agreement, the Company issued five-year warrants to purchase an aggregate of 468,738 shares of the Common Stock at an exercise price of $0.345 per share (as adjusted for stock splits, stock combinations, dilutive issuances and similar events). The Company is under no obligation to register the shares of Common Stock underlying the Note or the Warrant, for public resale.

On May 4, 2024, the maturity date of two notes totaling $225,000 which originally matured on December 31, 2023 and which maturity dates were extended to March 30, 2024, on May 4, 2024, the maturity date of the $200,000 note was further extended to June 14, 2024, and the maturity date of the $25,000 note was further extended to June 30, 2024. In exchange for the maturity date extension, on June 14, 2024, the Company issued to note holders warrants exercisable for 292,463 shares of Common Stock at an exercise price of $0.345 per share.

On August 6, 2024, the Company received a conversion notice from the holder of RRH Note 2. As a result of the conversion of the RRH Note 2, all warrants of the Company that contain price-based anti-dilution protection had the exercise price of such warrants adjusted to $0.084 per share and certain warrants of the Company that contain “full ratchet” anti-dilution price protection had the number of shares exercisable for such warrants increased by the full ratchet provision and the conversion prices of such warrants adjusted to $0.084 per share. Certain warrants exercisable for 3,145,342 shares of common stock at an exercise price of $0.345 per share, have a full ratchet provision which results in an increase in the number of shares of Common Stock exercisable for such warrants by 9,773,028 to a total number of shares of Common Stock exercisable for such warrants of 12,918,370 and a reduction in the exercise price to $0.084 per share from $0.345 per share, In addition to this, certain warrants exercisable for 457,897 shares of common stock have exercise price protection which reduced the exercise price of these warrants to $0.084 per share from $0.345 per share, resulting in a decrease in potential proceeds receivable from the exercise price of such warrants by $119,511. This resulted in a fair value adjustment charge of $2,478,211 of which $2,051,405 was recorded as a charge to the statement of comprehensive loss as it related to warrants subject to derivative liability treatment and $426,807 was recorded as a deemed dividend expense, as it related to a down round adjustment to the price of a warrant issued during the current year, which is not subject to derivative liability treatment.

On January 7, 2025 and February 20, 2025, the Company entered into a Securities Purchase Agreements with one accredited investor. In terms of the Securities Purchase Agreements, the Company issued five-year warrants to purchase an aggregate of 2,654,761 shares of the Common Stock at an exercise price of $0.084 per share (as adjusted for stock splits, stock combinations, dilutive issuances and similar events). The Company is under no obligation to register the shares of Common Stock underlying the Note or the Warrant, for public resale.

Between April 29, 2025 and June 24, 2025, the Company entered into Securities Purchase Agreements with two accredited investors. In terms of the Securities Purchase Agreements, the Company issued five-year warrants to purchase an aggregate of 40,000,000 shares of the Common Stock at an exercise price of $0.005 per share (as adjusted for stock splits, stock combinations, dilutive issuances and similar events). The Company is under no obligation to register the shares of Common Stock underlying the Note or the Warrant, for public resale.

Between January 7, 2025 and June 27, 2025, the Company received conversion notices from 5 note holders. As a result of these conversion notices, all warrants of the Company that contain price-based anti-dilution protection had the exercise price of such warrants adjusted to $0.0005 per share and certain warrants of the Company that contain “full ratchet” anti-dilution price protection had the number of shares exercisable for such warrants increased by the full ratchet provision and the conversion prices of such warrants adjusted to $0.0005 per share. Certain warrants exercisable for 982,029,937 shares of common stock at an exercise price of $0.001105 per share, have a full ratchet provision which results in an increase in the number of shares of Common Stock exercisable for such warrants by 1,188,256,223 to a total number of shares of Common Stock exercisable for such warrants to 2,170,286,160 and a reduction in the exercise price to $0.0005 per share from $0.001105 per share, In addition to this, certain warrants exercisable for 40,457,897 shares of common stock have exercise price protection which reduced the exercise price of these warrants to between $0.0005 and $0.000585 from $0.001105 to $0.005 per share, resulting in a decrease in potential proceeds receivable from the exercise price of such warrants by $179,427. This resulted in a fair value adjustment charge of $9,976,484 of which $8,250, was recorded as a charge to the statement of comprehensive loss as it related to warrants subject to derivative liability treatment and $1,726,015 was recorded as a deemed dividend expense, as it related to a down round adjustment to the price of warrants issued during the current year, which is not subject to derivative liability treatment.

The 2023, 2024 and 2025 Warrants contain exercise limitations providing that a holder thereof may not exercise the Warrants to the extent that, if after giving effect to such exercise, the holder or any of its affiliates would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the outstanding shares of the Common Stock immediately after giving effect to such exercise. A holder may increase or decrease its beneficial ownership limitation upon notice to the Company provided that in no event such limitation exceeds 9.99%, and that any increase shall not be effective until the 61^st day after such notice.

The fair value of the warrants granted, repriced and issued, as described above, were determined by using a Black Scholes valuation model using the following assumptions:

	Six months ended June 301, 2025
Exercise price		$0.0005 to 0.084
Risk free interest rate		3.77 to 4.46	%
Expected life		1 month to 5 years
Expected volatility of underlying stock		183.1 to 352.45	%
Expected dividend rate		0	%

A summary of warrant activity during the period January 1, 2024 to June 30, 2025 is as follows:

	Shares Underlying Warrants		Exercise price per share		Weighted average exercise price
Outstanding January 1, 2024		10,442,093		$0.345 – 5.625	$	0.626500
Granted		1,796,493		0.084 to 0.345		0.267000
Increase in warrants issued due to anti-dilution price protection		9,773,028		0.0840		0.084000
Forfeited		-		-		-
Exercised		-		-		-
Outstanding December 31, 2024		22,011,614		$0.084 – 5.625	$	0.319900
Granted		42,654,761		0.005 to 0.084		0.00517
Increase in warrants issued due to anti-dilution price protection		2,157,367,790		0.0005		0.0005
Forfeited		-		-		-
Exercised		-		-		-
Outstanding June 30, 2025		2,222,034,165		$0.0005 – 5.625	$	0.00326

The warrants outstanding and exercisable at June 30, 2025 are as follows:

		Warrants Outstanding						Warrants Exercisable
Exercise Price*		Number Outstanding		Weighted Average Remaining Contractual life in years		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price		Weighted Average Remaining Contractual life in years
$	0.000500		2,200,744,057		2.47				2,200,744,057				2.47
$	0.000585		10,000,000		4.99				10,000,000				4.99
$	0.084000		2,654,761		4.58				2,654,761				4.58
$	0.345000		7,248,896		3.19				7,248,896				3.19
$	0.450000		266,668		2.98				266,668				2.98
$	1.035000		500,000		0.02				500,000				0.02
$	1.500000		33,334		3.12				33,334				3.12
$	4.500000		505,560		0.71				505,560				0.71
$	5.625000		80,889		0.71				80,889				0.71
			2,222,034,165		2.49	$	0.00326		2,222,034,165	$	0.00326		2.49

The warrants outstanding have an intrinsic value of $8,621,052 and $0 as of June 30, 2025 and December 31, 2024, respectively.

e. Stock options

On June 18, 2018, the Company established its 2018 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to promote the interests of the Company and the stockholders of the Company by providing directors, officers, employees and consultants of the Company with appropriate incentives and rewards to encourage them to enter into and continue in the employ or service of the Company, to acquire a proprietary interest in the long-term success of the Company and to reward the performance of individuals in fulfilling long-term corporate objectives. The Plan terminates after a period of ten years in June 2028.

The Plan is administered by the Board or a committee appointed by the Board, who have the authority to administer the Plan and to exercise all the powers and authorities specifically granted to it under the Plan.

The maximum number of securities available under the Plan is 26,667 shares of Common Stock. The maximum number of shares of Common Stock awarded to any individual during any fiscal year may not exceed 100,000 shares of Common Stock.

On October 22, 2021, the Company established its 2021 Stock Incentive Plan (“2021 Plan”). The purpose of the Plan is to promote the interests of the Company and the stockholders of the Company by providing directors, officers, employees and consultants, advisors and service providers of the Company with appropriate incentives and rewards to encourage them to enter into and continue in the employ or service of the Company, to acquire a proprietary interest in the long-term success of the Company and to reward the performance of individuals in fulfilling long-term corporate objectives. The Plan terminates after a period of ten years in August 2031.

The 2021 Plan is administered by the Board or a Compensation Committee appointed by the Board, who have the authority to administer the Plan and to exercise all the powers and authorities specifically granted to it under the Plan.

The maximum number of securities available under the 2021 Plan is 1,766,667 shares of Common Stock.

Under the 2021 Plan the Company may award the following: (i) non-qualified stock options; (ii)) incentive stock options; (iii) stock appreciation rights; (iv) restricted stock; (v) restricted stock unit; and (vi) other stock-based awards.

During 2024, options exercisable for 6,667 shares of Common Stock expired due to the resignation of a director whose options were not exercised in accordance with the terms allowed under the plan and were therefore canceled.

On January 7, 2025, in terms of an employment agreement entered into with Mr. Corbett, the Company awarded him ten year options exercisable for 600,000 shares of common stock at an exercise price of $0.09 per share.

On April 15, 2025, options exercisable for 333,334 shares of Common Stock expired due to the resignation of the Company’s CFO whose options were not exercised in accordance with the terms allowed under the plan and were therefore cancelled.

The fair value of the options granted were determined by using a Black Scholes valuation model using the following assumptions:

	Six months ended June 30, 2025
Exercise price	$	0.09
Risk free interest rate		4.67	%
Expected life		Ten years
Expected volatility of underlying stock		200.7	%
Expected dividend rate		0	%

A summary of option activity during the period January 1, 2024 to June 30, 2025 is as follows:

	Shares Underlying options			Exercise price per share		Weighted average exercise price
Outstanding January 1, 2024		1,520,002			$1.20 to 12.00	$	4.46
Granted		-			-		-
Forfeited/Cancelled		(6,667	)		1.20		1.20
Exercised		-			-		-
Outstanding December 31, 2024		1,513,335			$1.20 to 12.00	$	4.47
Granted		600,000			0.09		0.09
Forfeited/Cancelled		(333,334	)		4.50		4.50
Exercised		-			-		-
Outstanding June 30, 2025		1,780,001			$0.09 to 12.00	$	2.989

The options outstanding and exercisable at June 30 2025 are as follows:

		Options Outstanding						Options Exercisable
Exercise Price*		Number Outstanding		Weighted Average Remaining Contractual life in years		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price		Weighted Average Remaining Contractual life in years
$	0.09		600,000		9.53				350,000				9.53
$	1.20		13,334		7.21				13,334				7.21
$	4.50		1,166,667		6.52				1,166,667				6.52
			1,780,001		7.54	$	2.989		1,530,001	$	3.462		7.21

The options outstanding have an intrinsic value of $0 as of June 30, 2025 and December 31, 2024.

The option expense was $1,371 and $94,464 for the three months ended June 30, 2025 and 2024, respectively and $19,186 and $188,928 for the six months ended June 30, 2025 and 2024, respectively.