CAPITAL STOCK | NOTE 9 – CAPITAL STOCK Preferred Stock The Company is authorized to issue up to 10,000,000 blank check 0.0001 Series B Convertible Preferred Stock On March 28, 2024 and amended on June 27, 2024, the Company designated 6,000 0.0001 Series B Preferred Stock 1,100 Stated Value 2,145 0 On April 5, 2024, we agreed to definitive terms on a Securities Purchase Agreement dated April 4, 2024, with an institutional accredited investor, pursuant to which the Company agreed to sell to the Purchaser, and the Purchaser agreed to purchase from the Company, 1,500 1,650,000 3,300,000 1,500,000 500 500,000 On April 26, 2024, the Company partially closed a planned second closing under the SPA whereby the Purchaser paid $ 150,000 150 On May 17, 2024, the Company closed the remaining portion of the Second Closing whereby the Purchaser paid $ 100,000 100 On April 28, 2024, the Company and the Purchaser entered into an Omnibus Amendment Agreement No. 1, which amended the SPA to, adjust the closings which were to take place under the SPA as follows: SCHEDULE OF SHARE PURCHASE AGREEMENT # Initial Stated Warrants Closing Date Aggregate Initial Closing $ 550,000 3,300,000 Initial Closing Date $ 500,000 Second Closing $ 275,000 On or before June 30, 2024 $ 250,000 Third Closing $ 825,000 1,500,000 On or before June 30, 2024 $ 750,000 Fourth Closing $ 1,100,000 Such date as is no later than 180 days after the shares of Common Stock issuable in respect of the Series B Preferred Stock sold in each of the Initial Closing, Second Closing, the Third Closing, and the Fourth Closing have been registered under the Securities Act, subject to any limitations pursuant to Rule 415 $ 1,000,000.00 Total $ 2,750,000 4,800,000 $ 2,500,000 On June 28, 2024, the Company sold the Purchaser 750 1,000,000 0.50 500,000 1.00 As described in the table above, the sale of an additional 1,000 On May 21, 2024, 50 55,000 270,936 0.203 On May 22, 2024, 155 170,500 839,901 0.203 On May 24, 2024, 150 165,000 812,807 0.203 6% Series C Convertible Cumulative Preferred Stock On April 18, 2024, the Company designated 6,250,000 0.0001 Series C Preferred Stock 980,000 0 On April 24, 2024, the Company entered into a Patent Purchase Agreement, with Intramont Technologies, Inc. Pursuant to the IP Purchase Agreement, the Company purchased certain patents and patent applications owned by Intramont, related to prevention of infections, including the common cold, respiratory diseases, and orally transmitted diseases such as human papillomavirus (HPV), in consideration for $ 20,000,000 980,000 20.00 19,600,000 400,000 (i) with $200,000 payable on or before June 30, 2024, (ii) $100,000 payable on or before August 31, 2024, and (iii) $100,000 payable on or before November 30, 2024. Common Stock The Company is authorized to issue 200,000,000 0.0001 29,135,451 21,419,500 On January 3, 2023, we entered into a Consulting Agreement with DojoLabs Group, Inc. (“ DojoLabs 100,000 50,000 1.00 100,000 On January 6, 2023, we entered into a Consulting Agreement with Bethor, Ltd. (“ Bethor 250,000 1.00 250,000 On January 6, 2023, the Company established an advisory board (the “ Advisory Board Advisory Board Charter In connection with the establishment of the Advisory Board, the Board of Directors appointed Dr. Brian Rudman (“ Dr. Rudman Mr. Boon In connection with Dr. Rudman’s appointment to the Advisory Board, the Company entered into an Advisor Agreement (the “ Dr. Rudman Consulting Agreement 25,000 2,000 1.00 25,000 In connection with Mr. Boon’s appointment to the Advisory Board, the Company entered into an Advisor Agreement (the “ Mr. Boon Consulting Agreement 25,000 1.00 25,000 On January 24, 2023, we entered into Consulting Agreements with four consultants to the Company: (1) Sultan Haroon; (2) John Helfrich; (3) Justin Baker; and (4) Maja Matthews, each of whom is also an employee of Epiq Scripts. Pursuant to the Consulting Agreements, the Consultants agreed to provide us services related to the research, development, packaging and marketing for additional pharmaceutical and other over-the-counter related products during the term of the agreement, which each have a term of 18 months unless otherwise earlier terminated due to breach of the agreement by either party and the failure to cure such breach 30 days after written notice thereof. In consideration for agreeing to provide the services under the agreement, the Company issued an aggregate of 350,000 shares of common stock to the consultants as follows: (1) Sultan Haroon 150,000 shares of restricted common stock; (2) John Helfrich 25,000 shares of restricted common stock; (3) Justin Baker 25,000 shares of restricted common stock; and (4) Maja Matthews 150,000 shares of restricted common stock. The shares issued to Mr. Haroon and Ms. Matthews vest at the rate of 50,000 shares upon entry into the agreement, 50,000 shares upon the Company’s successful launch of a new product category, and 50,000 shares upon the Company’s successful launch of a second and additional new product category, in each case prior to the 18-month anniversary of the applicable agreement. The shares issued to Mr. Helfrich and Mr. Baker vest at the rate of 10,000 shares upon entry into the agreement, 7,500 shares upon the Company’s successful launch of a new product category, and 7,500 shares upon the Company’s successful launch of a second and additional new product category, in each case prior to the 18-month anniversary of the applicable agreement. 1.00 350,000 On March 22, 2023, the Company sold 1,250,000 4.00 5,000,000 On April 24, 2023, a warrant holder exercised private placement warrants to purchase 100,000 1.00 100,000 On April 25, 2023, a warrant holder exercised private placement warrants to purchase 100,000 1.00 100,000 On April 25, 2023, a warrant holder exercised private placement warrants to purchase 25,000 1.00 25,000 On April 25, 2023, a warrant holder exercised private placement warrants to purchase 25,000 1.00 25,000 On April 25, 2023, a warrant holder exercised private placement warrants to purchase 75,000 1.00 75,000 On April 26, 2023, a warrant holder exercised private placement warrants to purchase 100,000 1.00 100,000 On May 1, 2023, a warrant holder exercised private placement warrants to purchase 25,000 1.00 25,000 On and effective on May 1, 2023, the Company entered into an Employment Agreement with Mrs. Amanda Hammer (the “ Employment Agreement 150,000 The Employment Agreement also required the Company to grant Mrs. Hammer a sign-on bonus of (a) 75,000 restricted shares of common stock of the Company, vested in full upon issuance, and (b) options to purchase an additional 150,000 shares of common stock of the Company, under the Company’s 2022 Equity Incentive Plan (the “Plan”), with an exercise price of the greater of (i) $1.10 per share; and (ii) the closing sales price of the Company’s common stock on the Nasdaq Capital Market on the date the Employment Agreement and the grant is approved by the Board (which date was May 1, 2023), and which exercise price was $ 1.00 50,000 On May 1, 2023, we entered into a Software Development Agreement with Redlime Solutions, Inc. (“ Redlime 300,000 180,000 1.00 180,000 On May 25, 2023, the Board of Directors appointed Mr. Aaron Andrew (“ Mr. Andrew Mr. Andrew Consulting Agreement 50,000 1.10 55,000 On June 1, 2023, we entered into a Consulting Agreement with Major Dodge (“ Major 20,000 1.10 22,000 On June 1, 2023, we entered into a Production and Broadcasting Agreement with New To The Street Group, LLC (“ New To The Street 50,000 5,000 1.10 55,000 On June 5, 2023, a warrant holder exercised private placement warrants to purchase 25,000 1.00 25,000 On June 6, 2023, a warrant holder exercised private placement warrants to purchase 150,000 1.00 150,000 On June 7, 2023, a warrant holder exercised private placement warrants to purchase 75,000 1.00 75,000 On June 8, 2023, a warrant holder exercised private placement warrants to purchase 24,500 1.00 24,500 On June 21, 2023, a warrant holder exercised private placement warrants to purchase 100,000 1.00 100,000 On June 22, 2023, a warrant holder exercised private placement warrants to purchase 100,000 1.00 100,000 On June 27, 2023, a warrant holder exercised private placement warrants to purchase 100,000 1.00 100,000 On September 1, 2023, we entered into a service agreement with Greentree Financial Group, Inc. (“ Greentree Service Agreement The Company agreed to issue Greentree 75,000 40,000 (a) $20,000 on or before September 30, 2023; (b) $20,000 on or before March 31, 2024 1.13 84,750 On October 1, 2023, the Company executed a Summary of Terms and Conditions (“ Consulting Agreement Johnston 50,000 2,000 On October 10, 2023, we entered into a Consulting Agreement with Luca Consulting, LLC (“ Luca 200,000 15,000 (a) $5,000 on the signing of the agreement; (b) $5,000 on the tenth of each month throughout the remainder of the agreement. 0.63 126,000 On November 1, 2023, we entered into an Influencer Agreement with Jason Szkup (“ Scoop 10,000 30,000 0.58 17,400 On November 1, 2023, the Board of Directors appointed Dr. Douglas Christianson, ND (“ Dr. Christianson Dr. Christianson Consulting Agreement 50,000 0.58 29,000 On November 15, 2023, we renewed a Consulting Agreement with PHX Global, LLC (“ PHX 200,000 0.47 94,000 On December 11, 2023, the Company entered into a Marketing Agreement with Marius Pharmaceuticals (“ Marius Permitted Purpose Territory 100,000 Marius Shares 0.58 58,000 On December 19, 2023, the Company sold 4,000,000 0.30 1,200,000 On January 2, 2024, we entered into a Consulting Agreement with G&P General Consulting (“ G&P 250,000 500,000 0.28 70,000 500,000 On January 10, 2024, we renewed a Consulting Agreement with Luca Consulting, LLC (“ Luca 200,000 15,000 (a) $5,000 on the signing of the agreement; and (b) $5,000 on the tenth of each month throughout the remainder of the agreement. The Service Agreement includes customary indemnification obligations requiring the Company to indemnify Luca and its affiliates with regard to certain matters. 0.28 56,000 On January 11, 2024, we entered into a Consulting Agreement with First Level Capital (“ First Level 250,000 250,000 60,000 (a) $60,000 on the signing of the agreement; and (b) $60,000 on the approval by the Company. The Service Agreement includes customary indemnification obligations requiring the Company to indemnify First Level and its affiliates with regard to certain matters. 0.29 144,950 On January 18, 2024, the underwriters in the follow-on offering notified the Company that they were exercising their over-allotment option in full to purchase an additional 600,000 600,000 160,000 4,600,000 On February 7, 2024, pursuant to the Consulting Agreement with G&P, the Company issued G&P another 250,000 0.41 102,500 On March 21, 2024, we entered into Amendment to the of January 10, 2024 consulting agreement with Luca, extending the agreement for an additional six months (the “ Luca Amendment 500,000 5,000 0.1975 98,750 On March 21, 2024, we entered into a Consulting Agreement with Zvonimir Moric, an individual (“ Zee 150,000 0.1975 29,625 On April 8, 2024, the Company entered into an Equity Purchase Agreement with the Purchaser pursuant to which the Purchaser committed to purchase up to $ 25,000,000 1,000,000 0.2149 214,900 On April 25, 2024, the Company amended its Consulting Agreement with PHX dated November 7, 2023 whereby the Company agreed to issue PHX an additional 200,000 200,000 0.28 56,000 Between May 21-24, 2024, the Purchaser converted a total of 355 1,923,644 0.203 390,500 On May 21, 2024, the Company sold 250,000 0.48 119,750 On May 22, 2024, the Company sold 700,000 0.48 337,915 On May 23, 2024, we entered into a Consulting Agreement with Acorn Management Partners, L.L.C. (“ Acorn 192,308 0.52 100,000 On June 5, 2024, the Board of Directors issued 1,250,000 800,000 100,000 50,000 100,000 0.35 437,500 Options: During the year ended December 31, 2022, the Company granted a total of 1,250,000 750,000 500,000 1.10 three years On May 1, 2023, the Company granted 150,000 1.10 three years On December 28, 2023, the Company granted 1,250,000 0.32 five years On March 28, 2024, Mr. Arango resigned from his position as President and Director of the Company. As detailed in his employment agreement, 283,333 216,667 For the six months ended June 30, 2024 and 2023, $ 88,945 131,113 The following table summarizes common stock option activity: SCHEDULE OF STOCK OPTION ACTIVITY Options Weighted Average Exercise Price Outstanding, December 31, 2022 1,250,000 $ 1.10 Granted 1,400,000 $ 0.40 Exercised - - Expired - - Expired / Forfeited (283,333 ) 1.10 Outstanding, December 31, 2023 2,650,000 $ 0.73 Exercisable, December 31, 2023 1,812,500 $ 0.73 Outstanding, December 31, 2023 2,650,000 $ 0.73 Granted - $ - Exercised - - Expired / Forfeited (283,333 ) 1.10 Outstanding, June 30, 2024 2,366,667 $ 0.69 Exercisable, June 30, 2024 1,979,167 $ 0.61 The weighted average exercise prices, remaining lives for options granted, and exercisable as of June 30, 2024 were as follows: SCHEDULE OF OPTIONS OUTSTANDING AND EXERCISABLE Outstanding Exercisable Options Options Exercise Price Per Shares Life (Years) Weighted Average Exercise Shares Weighted Average Exercise $ 1.10 1,116,667 4.03 $ 1.10 729,167 $ 1.10 $ 0.32 1,250,000 4.50 $ 0.32 1,250,000 $ 0.32 As of June 30, 2024, the fair value of exercisable options outstanding was $ 811,261 SCHEDULE OF OPTIONS FAIR VALUE ASSUMPTIONS Fair Value of Common Stock on measurement date $ 0.99 0.29 Risk free interest rate 3.83 3.30 % Volatility 232.05 92.54 % Dividend Yield 0 % Expected Term 6.0 3.5 (1) The risk-free interest rate was determined by management using the market yield on U.S. Treasury securities with comparable terms as of the measurement date. (2) The trading volatility was determined by calculating the volatility of the Company’s peer group. (3) The Company does not expect to pay a dividend in the foreseeable future (4) The Company, in accordance with staff accounting bulletin (“ SAB Warrants: In August 2022, the Company initiated a private placement of up to $ 2 1.00 1.00 2,000,000 2,000,000 975,500 975,500 As additional consideration in connection with the IPO, upon the closing of the IPO, we granted Boustead Securities, LLC, the representative of the underwriters named in the Underwriting Agreement for the IPO, warrants to purchase 87,500 5.00 31,995 As additional consideration in connection with the follow-on offering, upon the closing of the follow-on offering, we granted Boustead Securities, LLC, the representative of the underwriters named in the Underwriting Agreement for the secondary offering, warrants to purchase 280,000 0.38 78,174 On January 22, 2024, pursuant to the Underwriting Agreement, the Company also issued a common stock purchase warrant to the representative of the underwriters for the purchase of 42,000 0.375 12,086 On April 4, 2024, pursuant to the SPA with the Purchaser, the Company issued a common stock purchase warrant for the purchase of 3,300,000 0.26 681,352 On June 28, 2024, pursuant to the SPA (as amended), the Company issued a common stock purchase warrant for the purchase of 1,000,000 0.50 260,750 On June 28 2024, pursuant to the SPA (as amended), the Company issued a common stock purchase warrant for the purchase of 500,000 1.00 122,341 As of June 30, 2024 and December 31, 2023, the fair value of warrants outstanding was $ 1,735,966 852,480 The following table summarizes common stock warrants activity: SCHEDULE OF WARRANT ACTIVITY Warrants Weighted Average Exercise Price Outstanding, December 31, 2022 2,000,000 $ 1.00 Granted 367,500 1.22 Exercised (1,024,500 ) 1.00 Expired - - Cancelled - - Outstanding, December 31, 2023 1,343,000 1.41 Exercisable, December 31, 2023 1,343,000 1.41 Outstanding, December 31, 2023 1,343,000 1.41 Granted 4,842,000 0.39 Exercised - - Expired - - Cancelled - - Outstanding, June 30, 2024 6,185,000 0.55 Exercisable, June 30, 2024 6,185,000 $ 0.55 The weighted average exercise prices, remaining lives for warrants granted, and exercisable as of June 30, 2024, were as follows: SCHEDULE OF WARRANTS OUTSTANDING AND EXERCISABLE Outstanding and Vested Warrants Weighted Average Shares Life (Years) $ 0.55 6,185,000 4.30 As of June 30, 2024, warrants to purchase 6,185,000,000 4.30 SCHEDULE OF WARRANTS FAIR VALUE ASSUMPTIONS Fair Value of Common Stock on measurement date $ 0.21 0.73 Risk-free interest rate From 2.95 4.38 % Volatility From 81.92 239.06 % Dividend Yield 0 % Expected Term 5 (1) The risk-free interest rate was determined by management using the market yield on U.S. Treasury securities with comparable terms as of the measurement date. (2) The trading volatility was determined by calculating the volatility of the Company’s peer group. (3) The Company does not expect to pay a dividend in the foreseeable future. |