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Stockholders' Equity (Deficit)
 12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Stockholders' Equity (Deficit) Stockholders’ Equity (Deficit)
On October 13, 2022, the Company effected a 1-for-20 reverse split of our authorized and outstanding shares of common stock. As a result of the Reverse Stock Split, all authorized and outstanding common stock and per share amounts in this Form 10-K, including but not limited to, the consolidated financial statements and footnotes included herein, have been adjusted to reflect the Reverse Stock Split for all periods presented.
Preferred Stock
The Company has 50,000,000 shares of preferred stock authorized. The Company has designated a Series A preferred stock, Series B preferred stock and Series C preferred stock. The Series B preferred stock was fully converted into common stock during 2022, and as such, there is no outstanding Series B preferred stock as of December 31, 2024.
Series A Preferred Stock
The Company has designated 10,000,000 shares of Series A preferred stock, par value of $0.0001.

On April 7, 2022, the Company amended the certificate of designation for its Series A preferred stock to (a) provide for an annualized dividend of $0.0125 per share to be paid monthly; (b) amend the conversion ratio for each share of Series A preferred stock to convert into 0.1 share of common stock instead of 1.0 share of common stock; and (c) provide for the Company to have the option to repurchase the Series A preferred stock at any time at a price of $1 per share.

As of December 31, 2024 and December 31, 2023, the Company had 5,875,000 shares of Series A preferred stock issued and outstanding, respectively, convertible into 587,500 shares of common stock. The 5,875,000 shares were issued to the Former Officers of the Company in settlement of debt. For the year ended December 31, 2024, the Company has total preferred stock dividends recognized of $119,277, of which $73,077 is related to Series A preferred stock dividends.
Series B Preferred Stock
The Company has designated 10,000,000 shares of Series B preferred stock, par value of $0.0001. On October 17, 2022 the Company issued a total of 15,375,000 shares of common stock in connection with the conversion of all of its Series B preferred shares outstanding in connection with its public offering. As of December 31, 2024 and December 31, 2023, the Company had no shares of Series B preferred stock issued and outstanding.
Series C Preferred Stock
The Company has designated 10,000,000 shares of Series C preferred stock, par value of $0.0001 (effective July 19, 2021). In the year ended December 31, 2023, the Company raised $150,000 for 150,000 shares of Series C preferred stock along with 300,000 common shares.. In the year ended December 31, 2021, the Company raised $620,000 for 620,000 shares of Series C preferred stock along with 1,240,000 common shares. Each share of the Series C preferred stock is convertible into 0.625 common shares, and the Series C preferred stock pays a $0.06 dividend per Series C preferred share per year. The dividend commenced accruing when the Series C preferred shares were fully designated and issued.

For the year ended December 31, 2024, the Company has total preferred stock dividends recognized of $119,277 of which $46,200 is related to Series C preferred stock dividends. The Series C preferred stockholders under their subscription agreements were issued 0.1 common shares per Series C preferred share for their investment. As a result, as of December 31, 2024, 770,000 shares of Series C preferred stock have been issued. See Note 17, “Subsequent Events”, for conversions of Series C preferred stock.
Common Stock
The Company has 3,000,000,000 shares of common stock, par value $0.0001 authorized. The Company had 77,076,129 and 47,672,427 shares issued and outstanding as of December 31, 2024 and 2023, respectively. The holders of the Company’s Common Stock are entitled to one vote for each share of common stock held.

On January 25, 2024 the Company entered into a securities purchase agreement with an institutional investor, pursuant to which the Company agreed to sell and issue, in a registered direct offering, an aggregate of (i) 5,243,967 shares of the Company’s common stock, at a purchase price of $0.32 per share and (ii) 3,193,534 pre-funded warrants (the “Pre-funded Warrant(s)”) to purchase up to an aggregate of 3,193,534 shares of common stock for aggregate gross proceeds to the Company of approximately $2.7 million, before deducting the placement agent fees and estimated offering expenses payable by the Company (the “Registered Offering”). The Pre-funded Warrants were sold at an offering price of $0.319 per Pre-funded Warrant and are exercisable at a price of $0.001 per share.

In a concurrent private placement, the Company agreed to issue to the same institutional investor, for each ordinary share and Pre-funded Warrant purchased in the offering, an additional ordinary share purchase warrant (“Regular Warrants”). The Regular Warrants have an exercise price of $0.35 and are exercisable to purchase an aggregate of 8,437,501 shares of common stock. The Regular Warrants are exercisable for five years. The shares, the Pre-Funded Warrants, and the Pre-Funded Warrant Shares are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-275840), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on December 12, 2023, and a related prospectus supplement dated January 25, 2024, related to the Registered Offering. The Registered Offering closed on January 29, 2024.
Pursuant to a placement agency agreement dated as of January 25, 2024 (the “Placement Agency Agreement”), the Company engaged Maxim Group LLC (“Maxim”) to act as the lead placement agent in connection with the Registered Offering. At closing, the Company paid Maxim (i) a cash fee equal to 7.0% of the aggregate gross proceeds of the Registered Offering and (ii) reimbursed Maxim for all reasonable and documented out-of-pocket expenses of $60,000, which included the reasonable fees, costs, and disbursements of its legal counsel.

On December 22, 2024, the Company entered into a securities purchase agreement with several institutional investors, pursuant to which the Company agreed to sell and issue, in a registered direct offering, 9,473,700 shares of the Company’s common stock, at a purchase price of $0.38 per share (the “Second Registered Offering”). This resulted in aggregate gross proceeds to the Company of approximately $3.6 million, The Second Registered Offering closed on December 24, 2024. The shares are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-275840), which was declared effective by the SEC on December 12, 2023, and a related prospectus supplement, dated December 22, 2024, related to the Second Registered Offering.

On December 27, 2024, the Company entered into a securities purchase agreement with several institutional investors, pursuant to which the Company agreed to sell and issue, in a public offering that included certain additional other purchasers an aggregate of 4,355,000 shares of the Company’s common stock, at a purchase price of $0.85 per share (the “Public Offering”). This resulted in aggregate gross proceeds to the Company of approximately $3.7 million. The Public Offering closed on December 30, 2024. The shares are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-275840), which was declared effective by the SEC on December 12, 2023, and a related prospectus supplement, dated December 27, 2024, related to the Public Offering.

Pursuant to placement agency agreements dated as of December 22, 2024 and December 27, 2024, respectively the Company engaged Maxim to act as the lead placement agent in connection with the Second Registered Offering and the Public Offering. In connection therewith, the Company has agreed to (i) pay Maxim a cash fee equal to 7.0% of the aggregate gross proceeds of the Second Registered Offering and the Public Offering, and (ii) reimburse Maxim for all reasonable and documented out-of-pocket expenses, including the reasonable fees, costs, and disbursements of its legal counsel in the aggregate of $120,000.
During the twelve months ended December 31, 2024, the Company recorded an obligation to issue 515,464 restricted shares of common stock, that vest ratably over a period of one year, to its Board of Directors (“Board”) for their service on the Board from January 1, 2024, through June 30, 2024. The total expense booked to record this obligation was $146,768. Any unvested restricted shares of common stock are forfeited upon termination of the members position on the Board prior to the end of 2024. As of December 31, 2024. these shares have not been issued.

During the twelve months ended December 31, 2024, 29,403,701 shares of common stock were issued related to the Registered Offering, Second Registered Offering, and the Public Offering, for common stock, along with the warrant exercises noted below.
Warrants

The Pre-funded Warrants were immediately exercisable and do not have an expiration date. As noted above, the Company sold Pre-funded Warrants to purchase up to an aggregate of 3,193,534 shares of common stock at an offering price of $0.319 per Pre-funded Warrant, which are exercisable at a price of $0.001 per share. As of December 31, 2024, all Pre-funded Warrants have been exercised.

The Regular Warrants became exercisable on March 20, 2024, upon effectiveness of shareholder approval which was obtained on February 12, 2024. The Regular Warrants expire on March 20, 2029, and have an exercise price of $0.35 per share. As of December 31, 2024, 6,437,501 of the Regular Warrants have been exercised, with a remaining 2,000,000, exercised in February of 2025. Refer to subsequent events in Note 17 for more detail.

The Regular Warrants and the Pre-funded Warrants do not require a cash settlement. Based on the terms of the agreements, both the Regular Warrants and the Pre-funded Warrants were freestanding, equity-linked instruments that represented separate units of account. The Company allocated the value of the net proceeds from the Registered Offering to the common stock, Regular Warrants and Pre-funded Warrants based on relative fair value. The value allocated to the Regular Warrants and Pre-funded Warrants was recorded in Additional Paid-In Capital in the Consolidated Balance Sheets.
In December, Crom exercised 700,000 warrants, at an exercise price of $1.38, which were issued February 13, 2023, acquiring an equal number of shares of the Company’s common stock.
20242023
NumberWeighted
Average
Exercise
Price		NumberWeighted
Average
Exercise
Price
Beginning balance7,444,698$1.68 5,678,836$1.84 
Granted11,631,0350.34 1,765,8621.17 
Exercised(10,331,035)0.41 — — 
Ending balance8,744,698$1.40 7,444,698$1.68 
Intrinsic value of warrants$6,661,661 $327,214 
Weighted Average Remaining Contractual Life (Years)3.86
Options
On November 9, 2021, the Company approved the 2021 Stock Incentive Plan (“Stock Incentive Plan”) that authorized the Company to grant up to 2,500,000 shares of common stock. Prior to this date, the granting of options was not done pursuant to the terms of a stock incentive plan. On November 9, 2023 the Board approved an amendment to the Stock Incentive Plan to increase the aggregate number of shares available for issuance from 2,500,000 to 6,000,000 (the "Amended Plan"), which was approved by the Company's shareholders at its annual meeting on May 29, 2024. As of December 31, 2024, the Company has granted 4,032,500 shares of common stock under the Stock Incentive Plan.

The following represents a summary of options for the Amended Plan and additional options granted outside of the Amended Plan for the years ended December 31, 2024 and 2023:
Number of OptionsWeighted-Average Exercise PriceWeighted-Average Remaining Contractual Term (in Years)Weighted-Average Fair Value
Outstanding, December 31, 20226,425,000 $2.69 6.21$4.26 
Granted1,932,500 1.48 6.191.10 
Exercised— — 
Forfeited(114,063)2.00 
Outstanding December 31, 20238,243,437 2.38 4.763.55 
Granted1,900,000 0.22 6.490.19 
Exercised— — 
Forfeited(628,437)1.55 
Outstanding December 31, 20249,515,000 $2.03 3.89$3.12 
As of December 31, 2024
Vested and Exercisable6,367,785 $2.22 3.81$2.77 
Stock based compensation expense related to options for the years ended December 31, 2024 and 2023 was $5,280,217 and $5,923,200, respectively, which is comprised of $4,940,735 and $4,675,129 in service-based grants and $339,482 and $1,248,071 in performance-based grants, for the years ended December 31, 2024 and 2023, respectively.

In accordance with ASC 718-10-50, the Company measures the fair value of its share-based payment arrangements using the Black-Scholes model. The Company measures the share-based compensation on the grant date using the following assumptions:
Year Ended December 31,
202420232022
Expected term7 years7 years7 years
Expected volatility
123.05% - 124.33%
161.61% - 166.14%
135.00% – 177.00%
Expected dividend yield— — — 
Risk-free interest rate
3.89% - 4.45%
3.48% - 3.89%
0.10 %
The Company measures the share-based compensation for all options and warrants that are not considered derivative liabilities using the Black-Scholes method with these assumptions, and any changes to these inputs can produce significantly higher or lower fair value measurements. The weighted average grant date fair value of the options granted during the years ended December 31, 2024, 2023 and 2022 was $0.19, $1.10 and $3.34, respectively. The risk-free interest rate is based on the yield of a zero coupon U.S. Treasury Security with a maturity equal to the expected life of the stock option from the date of the grant. The assumption for expected volatility is based on the historical volatility of the Company. Aside from dividends paid on preferred shares, it is the Company's intent to retain all profits for the operations of the business for the foreseeable future, as such the dividend yield assumption is zero.