Stockholders’ Equity | Note 5 – Stockholders’ Equity Common Stock The Company received shareholder approval on July 11, 2023 to amend our Articles of Incorporation to increase the number of authorized shares of common stock from 97,500,000 975,000,000 975,000,000 At The Market Offering Agreement On September 14, 2021, the Company entered into an At-The-Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, as agent (“H.C. Wainwright”), pursuant to which the Company may offer and sell, from time-to-time through H.C. Wainwright, shares of the Company’s Common Stock having an aggregate offering price of up to $ 98,767,500 3.0% During the six months ended June 30, 2023, the Company sold a total of 651,172 965,000 1.48 927,000 Share Based Payments Effective January 19, 2023, The Board of Directors of the Company approved the issuance of $ 50,000 12,500 st 59,223 Preferred Stock Series V Effective January 27, 2023, the Board approved the issuance of a newly designated Series V Preferred Stock (“Series V”) on a one-for-one basis to the Company’s shareholders (including restricted stock unit holders and warrant holders). The distribution of Series V shares was approved and completed on June 2, 2023 to shareholders as of the record date of May 12, 2023. The Series V: (i) is non-convertible, (ii) has a 20% liquidation preference over the shares of common stock, (iii) is non-voting and (iv) has certain rights to dividends and distributions (at the discretion of the Board of Directors) 14,542,803 The fair value of the Preferred stock as of the record date, May 12, 2023, amounted to $ 2.6 2021 Equity Incentive Plan The Company’s 2021 Equity Incentive Plan (the “2021 Plan”) was effective on January 1, 2021 and approved by shareholders on March 31, 2021 and amended on June 13, 2022. The Company received shareholder approval on July 11, 2023 to increase the authorized amount under the 2021 Plan from 7,000,000 12,000,000 Options During the six months ended June 30, 2023, the Company granted 20,000 0.63 The following weighted-average assumptions were used to estimate the fair value of options granted on the deemed grant date during the six months ended June 30, 2023 and 2022 for both the Black-Scholes formula: Schedule of Weighted-Average Assumptions Used to Estimate Fair Value Three Months Ended March 31, 2023 2022 Exercise price $ 0.63 - Term (years) 5.00 - Expected stock price volatility 152.8 % - Risk-free rate of interest 3.99 % - Expected Volatility Risk-Free Interest Rate Expected Term For awards vesting upon the achievement of the market conditions which were met at the date of grant, compensation cost measured on the date of grant was immediately recognized. For awards vesting upon the achievement of the market conditions which were not met at the date of grant, compensation cost measured on the grant date will be recognized on a straight-line basis over the vesting period based on estimation using a Monte-Carlo simulation. A summary of option activity under the Company’s stock option plan for six months ended June 30, 2023 is presented below: Summary of Option Activity Weighted Average Weighted Remaining Number of Average Total Contractual Life Shares Exercise Price Intrinsic Value (in years) Outstanding as of December 31, 2022 1,150,000 $ 2.15 $ - 3.3 Employee options granted 20,000 0.63 - - Employee options forfeited (35,000 ) 1.02 11,100 - Outstanding as of June 30, 2023 1,135,000 $ 2.16 $ - 2.8 Options vested and exercisable as of June 30, 2023 1,135,000 $ 2.16 $ - 2.8 RSUs Effective January 2, 2022, the Board of Directors of the Company ratified the following arrangements approved by its Compensation Committee: The Company’s executive officers were granted RSUs as part of a long-term incentive plan (“LTI”), with vesting terms set for when the Company’s market capitalization reaches and sustains a market capitalization for 30 consecutive days above four defined market capitalization thresholds of $ 100 150 200 400 Effective February 22, 2022, upon appointment of Manish Paranjape as Chief Technology Officer of the Company, Mr. Paranjape was also granted RSUs as part of the LTI plan, with consistent vesting terms set for when the Company’s market capitalization above the same four defined market capitalization thresholds. Effective January 1, 2023 (the “LTI RSU Amendment Date”), upon recommendation of the Compensation Committee of the Board of Directors approved an amendment to the LTI plan, whereby the market capitalization threshold targets were lowered to $ 50 100 150 300 The RSUs granted to each executive employee are as follows: Schedule of Restricted Stock Units Total Market Cap Vesting Thresholds Officer Name Title Grant Date RSUs Granted $ 50 million $ 100 million $ 150 million $ 300 million Charles Allen Chief Executive Officer 1/2/2022 694,444 173,611 173,611 173,611 173,611 Michal Handerhan Chief Operations Officer 1/2/2022 444,444 111,111 111,111 111,111 111,111 Michael Prevoznik Chief Financial Officer 1/2/2022 222,224 55,556 55,556 55,556 55,556 Manish Paranjape Chief Technology Officer 2/22/2022 160,184 40,046 40,046 40,046 40,046 1,521,296 380,324 380,324 380,324 380,324 To the extent any market capitalization targets set forth above for Mr. Prevoznik and Mr. Paranjape are achieved, the RSUs will also be subject to the following five-year vesting schedule: 20% 80% For awards vesting upon the achievement of a service condition, compensation cost measured on the grant date will be recognized on a straight-line basis over the vesting period. Stock-based compensation expense for the market-based restricted stock units with explicit service conditions is recognized on a straight-line basis over the longer of the derived service period or the explicit service period, regardless of whether the market condition is satisfied. However, in the event that the explicit service period is not met, previously recognized compensation cost would be reversed. Market-based restricted stock units subject to market-based performance targets require achievement of the performance target as well as a service condition in order for these RSUs to vest. The Company estimates the fair value of market-based RSUs as of the grant date and expected derived term using a Monte Carlo simulation that incorporates pricing inputs covering the period from the grant date through the end of the derived service period. As of the LTI RSU Amendment Date, the Company determined the pre-modification and post-modification estimated fair value of the LTI RSUs accounting for the amended market cap criteria. The increase in fair value of the LTI RSUs attributable to the modification was added to the related unrecognized compensation expense in accordance with ASC 718 – Share-Based Compensation The following weighted-average assumptions were used to estimate the fair value of options granted during the six months ended June 30, 2023 and 2022 for the Monte-Carlo simulation: Schedule of Weighted-Average Assumptions Used to Estimate Fair Value Valuation Dates January 1, 2023 January 2, 2022 (Modification) (Original Issuance) Vesting Hurdle Price $ 3.81 30.52 $ 8.07 36.99 Term (years) 4.00 5.00 Expected stock price volatility 97.30 % 103.72 % Risk-free rate of interest 4.10 % 1.32 % Expected Volatility Risk-Free Interest Rate Expected Term five five Vesting Hurdle Price: On December 9, 2022, upon recommendation of the Compensation Committee, the Board of Directors approved the grant of 25,000 A summary of the Company’s restricted stock units granted under the 2021 Plan during the six months ended June 30, 2023 are as follows: Summary of Restricted Stock Number of Weighted Average Restricted Grant Day Stock Units Fair Value Nonvested at December 31, 2022 1,590,552 $ 3.34 Granted 50,000 0.63 Vested (9,153 ) 4.37 Forfeited - - Nonvested at June 30, 2023 1,631,399 $ 3.25 Stock Based Compensation Stock-based compensation expense is recorded as a part of selling, general and administrative expenses, compensation expenses and cost of revenues. Stock-based compensation expense for the three and six months ended June 30, 2023 and 2022 was as follows: Schedule of Stock-based Compensation Expense 2023 2022 2023 2022 For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Employee bonus stock awards $ - $ - $ - $ 894,027 Employee stock option awards (8,619 ) 12,812 (5,312 ) 82,446 Employee restricted stock unit awards 228,953 405,714 496,291 747,704 Non-employee restricted stock awards 8,333 89,656 24,242 171,737 Stock-based compensation $ 228,667 $ 508,182 $ 515,221 $ 1,895,914 |