Quarterly report [Sections 13 or 15(d)]

Stockholders??? Equity

v3.25.1
Stockholders’ Equity
 3 Months Ended
Mar. 31, 2025
Stockholders’ Equity [Abstract]  
Stockholders’ Equity

Note 7. Stockholders’ Equity

 

Authorized Shares

 

The Company has 45,000,000 Common shares and 900,000 Series A convertible preferred shares authorized with a par value of $0.001 per share.

 

Common Stock

 

Issuance of Shares for Legal Settlements

 

On March 14, 2025, the Company issued 191,250 shares of common stock valued at $148,410 or $0.78 per share as partial fulfillment its obligation under a previous legal settlement. See Note 6. Commitments and Contingencies for further information.

 

Issuance of Shares for Note Conversions

 

Between February 3, 2025 and February 27, 2025, the Company issued an aggregate 54,980 shares of common stock for the conversion of an aggregate $40,000 in principal and $7,283 in accrued interest due under the Company’s senior secured convertible notes.

 

Warrants issued in conjunction with loans payable

 

On January 21, 2025, the Company issued warrants to purchase an aggregate 7,256,364 shares of the Company’s common stock at exercise prices ranging from $1.25 to $1.65 per share in conjunction with a convertible note issuance, see Note 4. Debt. The warrants were valued at $11,422,792 using the Black-Scholes pricing model. The Company has recognized $1,186,579 of this value as a discount to the associated notes.

 

The Company has classified the warrants as having Level 2 inputs, and has used the Black-Scholes option-pricing model to value the warrants.

 

The fair values at the commitment date for the warrants were based upon the following management assumptions as of the date of issuance:

 

    Issuance
date		  
Risk-free interest rate     4.40 %
Expected dividend yield     - %
Expected volatility     148 %
Term     5 years  
Fair value of common stock   $ 1.83  

 

Stock Incentive Plan

 

The number of shares of the Company’s common stock that are issuable pursuant to warrant and stock option grants with time-based vesting as of and for the three months ended March 31, 2025 were:

 

    Warrant Grants     Stock Option Grants     Restricted
Stock
Units		  
    Number of
shares
subject to
warrants		     Weighted-
average
exercise
price per
share		     Number of
shares
subject to
options		     Weighted-
average
exercise
price per
share		     Number of
shares
subject to
restricted
stock units		  
Balance at December 31, 2024     8,915,798     $ 0.92      
   -
     $
       -
       122,274  
Granted     7,256,364       1.34      
-
      
-
      
-
  
Exercised    
-
      
-
      
-
      
-
      
-
  
Cancelled/Expired    
-
      
-
      
-
      
-
      
-
  
Balance at March 31, 2025     16,172,162     $ 1.11      
-
     $
-
       122,274  
Exercisable at March 31, 2025     16,172,162     $ 1.11      
-
     $
-
       122,274  

The number of shares of the Company’s common stock that are issuable pursuant to warrant and stock option grants with time-based vesting as of and for the three months ended March 31, 2024 were:

 

    Warrant Grants     Stock Option Grants     Restricted
Stock
Units		  
    Number of
shares
subject to
warrants		     Weighted-
average
exercise
price per
share		     Number of
shares
subject to
options		     Weighted-
average
exercise
price per
share		     Number of
shares
subject to
restricted
stock units		  
Balance at December 31, 2023     11,394     $ 58.72       3,333     $ 39.60       165,663  
Granted    
-
      
-
      
-
      
-
       21,405  
Exercised    
-
      
-
      
-
      
-
       (23,072 )
Cancelled/Expired     (2,293 )     53.64      
-
      
-
      
-
  
Balance at March 31, 2024     9,101     $ 60.00       3,333     $ 39.60       163,996  
Exercisable at March 31, 2024     9,101     $ 60.00       3,333     $ 39.60       163,996  

 

The Company’s outstanding warrants at March 31, 2025 are as follows:

 

Warrants Outstanding     Warrants Exercisable  
Exercise Price
Range		     Number
Outstanding		     Weighted Average
Remaining
Contractual Life
(in years)		     Weighted
Average
Exercise Price		     Number
Exercisable		     Weighted
Average
Exercise Price		     Intrinsic
Value		  
  $0.86 - $60.00       16,172,162       4.53     $ 1.11       16,172,162     $ 1.11       2,792,060  

 

As of March 31, 2025 and December 31, 2024, there was no unrecognized expense for unvested stock options and restricted stock awards.