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Stockholders’ Deficit
 9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Stockholders’ Deficit

8. Stockholders’ Deficit

 

Common Stock

 

During the three and nine months ended September 30, 2024, holders of 75,776 shares of Series D-1 Preferred Stock voluntarily converted their Preferred Stock into 757,760 shares of Common Stock.

 

Preferred Stock

 

During the three months ended September 30, 2024, the Company issued 339,833 shares of Series D-1 Convertible Preferred Stock upon the conversion of $900,000 of principal and $72,600 of accrued interest outstanding on the 2022 Notes.

 

During the nine months ended September 30, 2024, the Company issued 839,998 shares of Series D-1 Convertible Preferred Stock upon the conversion of $2,225,000 of principal and $179,057 of accrued interest outstanding on the 2022 Notes.

 

During the three months ended September 30, 2024, the Company issued 744,878 shares of Series D-1 Convertible Preferred Stock for accrued directors’ fees of $2,131,839 at a stock price of $2.862.

 

On June 21, 2024, the Board approved the conversion of 11,416,242 Series D Preferred Shares held by Dominic Rodrigues, our President and Board vice chairman, into 1,141,626 shares of Series D-1 Preferred shares.

 

See Note 12 for details on conversions of 2022 Notes into Series D-1 Preferred Stock subsequent to September 30, 2024.

 

Number of Preferred Shares

 

On June 24, 2024, the Company filed an amended Series D Certificate of Designation to decrease the authorized shares from 12,374,000 to 957,100 shares of Series D Convertible Preferred Stock. The Series D-1 Certificate of Designation was also amended to increase the authorized shares from 11,241,000 to 23,042,900 shares of Series D-1 Convertible Preferred Stock.

 

2024 Equity Compensation Plan

 

At the shareholder meeting held on June 20, 2024, the proposal for the new 2024 Equity Compensation Plan was approved. The approval gives the Company the authority to grant Options and award Restricted Stock under the 2024 Equity Compensation Plan for up to 100,000,000 shares of our common stock, which are approximately fifteen percent (15%) of the issued and outstanding shares of Common Stock on an as converted basis as of the effective date of the 2024 Equity Compensation Plan.

 

Options

 

During the three and nine months ended September 30, 2024 and 2023, the Company did not have any issuances, grants, or exercises of options.

 

The following table summarizes option activities during the nine months ended September 30, 2024:

 

          Weighted Average     Weighted Average Remaining     Aggregate Intrinsic  
    Shares     Exercise Price     Life in Years     Value  
Outstanding and exercisable at January 1, 2024     3,225,000     $ 0.27             $  -  
Expired     (150,000)       0.88                  
Outstanding and exercisable at September 30, 2024     3,075,000     $ 0.27       1.13     $ -  

 

 

The following table summarizes information about outstanding and exercisable options at September 30, 2024:

 

Options Outstanding   Options Exercisable 
    Outstanding   Weighted Average   Exercisable 
    Number of   Remaining Life   Number of 
Exercise Price   Options   In Years   Options 
              
$0.12    2,425,000    1.10    2,425,000 
$0.29    100,000    1.10    100,000 
$0.75    550,000    1.20    550,000 
      3,075,000    1.13    3,075,000 

 

Warrants

 

During the three and nine months ended September 30, 2024 and 2023, the Company did not have any issuances, grants, or exercises of warrants.

 

The following table summarizes warrant activities during the nine months ended September 30, 2024:

 

    Number of     Weighted Average     Weighted Average Remaining     Aggregate Intrinsic  
    Warrants     Exercise Price     Life in Years     Value  
                         
Outstanding and exercisable at January 1, 2024     412,500     $ 1.07                  
Expired     (412,500 )     1.07                  
Outstanding and exercisable at September 30, 2024     -     $ -       -     $ -  

 

Annual Stockholder Meeting Proposals

 

The Company held its annual meeting of stockholders on June 20, 2024. Stockholders authorized the Company’s board of directors (the “Board”) to amend the Company’s Certificate of Incorporation, as amended by the Certificate of Designation of Series D Convertible Preferred Stock and Certificate of Designation of Series D-1 Convertible Preferred Stock (the “Certificates of Designation”), to effect a reverse stock split of the Company’s common stock, Series D Convertible Preferred Stock, and Series D-1 Convertible Preferred Stock at a ratio of between 1-for-10 and 1-for-50, where the ratio would be determined by the Board at its discretion, and to make corresponding amendments to the Certificates of Designation to provide for the proportional adjustment of certain terms upon a reverse stock split, consistent with the Board’s recommendation. The Company’s stockholders also authorized the Board to amend the Company’s Certificate of Incorporation, as amended by the Certificates of Designation, to decrease the number of authorized shares of the Company’s common stock and preferred stock by the same reverse stock split ratio determined by the Board, consistent with the Board’s recommendation. The Board has not acted on these stockholder authorizations as of the filing date.