Stockholder’s deficit

12 Months Ended

Dec. 31, 2024

Equity [Abstract]

Stockholder’s deficit

16. Stockholder’s deficit

a. Common shares

Authorized and outstanding 

The Company has authorized 10,000,000,000 shares with a par value of $0.01 per share. The company has issued 7,729,053,805 and 3,729,053,805 shares of common stock at December 31, 2024 and December 31, 2023, respectively.

On July 12, 2024, the Company issued 4,000,000,000 shares of common stock to Mr. Shawn Leon, the company CEO and his spouse, Ms. Eileen Greene, both related parties, for the conversion of $2,000,000 of related party payables, see note 15 above.

On November 17, 2024, the Company entered into a subscription agreement with a party related to Shawn Leon, whereby 165,000,000 shares of common stock were subscribed for at $0.0012 per share, for gross proceeds of $198,000. These shares have not been issued yet and the proceeds of $198,000 is recorded as a Share subscription liability until such time as the common shares are issued.

b. Series A Preferred shares

Authorized, issued and outstanding 

The Company has authorized 10,000,000 Series A preferred shares with a par value of $0.01 per share. The company has issued and outstanding 4,765,000 and 4,000,000 Series A Preferred shares at December 31, 2024 and December 31, 2023, respectively. 

On September 27, 2024, the Company issued 600,000 shares of Series A Preferred stock to Mr. Shawn Leon for the conversion of $6,000 of related party payables, see note 15 above.

On November 17, 2024, 165,000 shares of Series A Preferred stock was sold to a relative of Mr. Leon for gross proceeds of $1,650.

c. Series B Preferred shares

Authorized and outstanding 

The Company has authorized 400,000 Series B preferred shares with a par value of $1.00 per share. The company has no issued and outstanding Series B Preferred shares at December 31, 2024 and December 31, 2023.

The Series B preferred shares were senior secured and were mandatorily redeemable by the Company on July 1, 2021, and were originally classified as mezzanine debt. These Series B preferred shares meet the definition of liabilities in terms of ASC 480- debt and are no longer contingently convertible, due to the fact that the redemption date has passed.

On June 30, 2023, the Company entered into an exchange agreement with Leonite Capital whereby it exchanged the shares in its wholly owned subsidiary, CCH for the return and cancellation of the Series B preferred shares, together with the dividends accrued thereon. Refer to note 4 above.

d. Stock options

Our board of directors adopted the Greenstone Healthcare Corporation 2013 Stock Option Plan (the “Plan”) to promote our long-term growth and profitability by (i) providing our key directors, officers and employees with incentives to improve stockholder value and contribute to our growth and financial success and (ii) enable us to attract, retain and reward the best available persons for positions of substantial responsibility. A total of 10,000,000 shares of our common stock have been reserved for issuance upon exercise of options granted pursuant to the Plan. The Plan allows us to grant options to our employees, officers and directors and those of our subsidiaries, provided that only our employees and those of our subsidiaries may receive incentive stock options under the Plan. We have no issued options at December 31, 2024 under the Plan.

e. Warrants

All of the warrants have cashless exercise terms whereby in-the-money warrants may be exercised by reducing the number of shares issued in terms of the warrant exercise to offset the proceeds due on the exercise.

All of the warrants have price protection features whereby any securities issued subsequent to the date of the warrant issuance date, were issued at a lower price, or have conversion features that are lower than the current exercise price, or were converted at a lower price, or are exercisable at a lower price, to the current warrant exercise price, will result in the exercise price of the warrant being set to the lower issue, conversion or exercise price.

Warrant exchange agreement

On June 28, 2023 the Company entered into a Warrant Exchange Agreement with Leonite that exchanged a Warrant outstanding to Leonite originally issued on June 12, 2020 for a new Warrant dated June 30, 2023. The substantial changes to the warrant affect the number of shares in the warrant, the exercise price and the term. The original warrant provided for Leonite to have a continuing right to purchase a 20% share of the outstanding common shares until it expired on June 12, 2025 which was originally set at 326,286,847 shares. The new warrant is exercisable for 745,810,761 shares, 20% of the current number of common shares outstanding, with no allowance for adjustment, except normal adjustments due to splits or consolidations, until the new expiry date of June 30, 2027. The exercise price in the original warrant was $0.10, with allowance for adjustments, which when applied resulted in an exercise price of $0.0004 per share. The exercise price on the new warrant is $0.001 and is only adjustable if the Company issues any shares at a price less than the exercise price during the warrant period except for any issuance of shares to the Company’s president or related parties on any debt outstanding to those parties as of June 30, 2023, and limited to a conversion price of $0.0005 per share. The Warrant Exchange agreement was conditional on Leonite receiving a full payment of all of its outstanding loans originally set as by July 20, 2023. This date was extended and all of the notes were repaid on August 4, 2023. Leonite held several notes at June 30, 2023, some of which were convertible into shares at variable rates, see notes 9 and 10 above. The total amount repaid to settle all of the outstanding liabilities was $1,449,000.

The replacement warrants were valued effective June 30, 2023, the effective date of issuance of the warrants, as the difference between the fair value of the original warrant exercisable for 326,286,847 shares of common stock and the fair value of the replacement four-year warrant exercisable for 745,810,861 shares of common stock at an exercise price of $0.001 per share.

The warrants were valued using a Black-Scholes valuation model. The following assumptions were used in the valuation model:   

	Year ended  December 31, 2023
Exercise price	$	0.001
Risk free interest rate		4.31 to 4.87	%
Expected life of options		2 to 4 years
Expected volatility of underlying stock		205.5 to 243.0	%
Expected dividend rate		0	%

A summary of the Company’s warrant activity during the period from January 1, 2023 to December 31, 2024 is as follows: 

	No. of shares			Exercise price per share		Weighted average exercise price
Outstanding as of January 1, 2023		602,852,506			$0.000675 to $0.00205	$	0.001306
Granted		745,810,761			0.001		0.001
Forfeited/cancelled		(326,286,847	)		0.000675		0.000675
Exercised		–			–		–
Outstanding as of December 31, 2023		1,022,376,420			$0.001 to $0.00205	$	0.0012840
Granted		–			–		–
Forfeited/cancelled		–			–		–
Exercised		–			–		–
Outstanding as of December 31, 2024		1,022,376,420			$0.001 to $0.00205	$	0.0012840

The following table summarizes information about warrants outstanding at December 31, 2024:

	Warrants outstanding						Warrants exercisable
Exercise price	No. of shares		Weighted average remaining years		Weighted average exercise price		No. of shares		Weighted average exercise price
$0.001		745,810,761		2.50	$	0.001000		745,810,761	$	0.001000
$0.002050		276,565,659		1.01		0.002050		276,565,659		0.002050
		1,022,376,420		2.09	$	0.001284		1,022,376,420	$	0.001284

All of the warrants outstanding at December 31, 2024 are vested. The warrants outstanding at December 31, 2024 have an intrinsic value of $0.