Equity

6 Months Ended

Jun. 30, 2022

Stockholders' Equity Note [Abstract]

Equity

Note 11 — Equity

As discussed in Note 3 Basis of Presentation the Company completed a reverse merger of Sysorex and TTM Digital with TTM Digital being the accounting acquirer and reporting entity. In a reverse merger, the capital accounts of the reporting entity (TTM Digital) are restated to reflect the legal capital structure of the legal acquirer (Sysorex). As a result, the share data of the reporting entity has been retroactively restated for all periods presented to the equivalent share values of Sysorex for the capital transaction activity of TTM Digital, as if the reverse merger occurred on January 1, 2020. The share data of the reporting entity has been retroactively stated for all periods presented to the equivalent share values of Sysorex. The Company is authorized to issue 499,560,659 shares of common stock, $0.00001 par value, and 10,000,000 shares of preferred stock, $0.00001 par value. The holders of the Company’s common stock are entitled to one vote per share. As of June 30, 2022, 499,560,659 common stock shares were authorized; 494,618,990 shares were issued, and 494,543,611 shares were outstanding. No preferred stock has been designated or issued.

Stock Options  

A summary of stock option activity for the six months ended June 30, 2022, is as follows:

	Number of Options (in Shares)		Weighted Average Exercise Price
Outstanding, January 1, 2022		1,656,000	$	2.00
Granted		-	$	-
Exercised		-		-
Forfeited or cancelled		-		-
Outstanding, June 30, 2022		1,656,000	$	2.00
Exercisable, June 30, 2022		1,656,000	$	2.00

Warrants

The following table represents the activity related to the Company’s warrants during the three-month period ended June 30, 2022:

	Number of Warrants (in Shares)			Weighted Average Exercise Price
Outstanding, January 1, 2022		5,926,763		$		*
Granted		-			-
Exercised		(418,931	)		-
Outstanding, June 30, 2022		5,507,832		$	-

The weighted average contractual term as of June 30, 2022, is 4.1 years.

If at any time after the six month anniversary of the closing date as disclosed in Note 8 Short-term debt, 2021 convertible debenture and warrants, there is no effective registration statement registering the warrant shares granted to the convertible debenture holders and placement agent, then, for each thirty days following the six month anniversary of the their respective closing date or portion of any thirty day period thereafter in which no effective registration statement is available, the amount of warrant shares shall be automatically increased by five percent over the warrant shares available on such dates. As such, the Company is obligated to grant 2,038,254 warrants through June 30, 2022.

* The exercise price will be determined by a 5-day VWAP price calculation on the exercise date.

Restricted Stock Units

The following table represents the activity related to the Company’s restricted stock awards granted to employees and directors during the six months ended June 30, 2022:

	Number of Restricted Stock Shares		Weighted Average Grant Date Fair Value
Outstanding, January 1, 2022		1,000,000	$	0.48
Granted		-		-
Vested		700,000		0.40
Unvested, June 30, 2022		300,000	$	0.67

The unrecognized stock compensation at June 30, 2022 is $0.05 million.

Share Derivative Liabilities

As the amount of common stock on an as converted basis as of June 30, 2022, exceeded our authorized share amount, the Company’s outstanding warrants, stock options and vested but unissued restricted stock shares (“RSUs”) were reclassified to derivative liabilities in the consolidated financial statements. This results in non-cash gains or losses each period during the term of the warrants, stock options, RSU vesting period and convertible debt. The table below summarizes the reclassified share derivative liabilities as of June 30, 2022 (dollars in thousands):

	June 30, 2022
Warrants	$	282
Stock options		58
RSUs vested but unissued		7
Total share derivative liability	$	347