NOTE 14 - STOCKHOLDERS’ EQUITY/(DEFICIT)

Convertible Preferred stock

The Company is authorized to issue 600,000 shares of preferred stock with no par value. As of June 30, 2025 and December 31, 2024, the Company had 80,000 shares of Series A preferred stock and 160,000 shares of Series B preferred stock issued and outstanding.

As of June 30, 2025 and December 31, 2024, each share of Series A preferred stock is entitled to one thousand (1,000) votes and is convertible into one share of common stock. 30,000 shares of Series A Preferred Stock are owned by management. The Series A Preferred Stock is not entitled to dividends and there are no liquidation rights associated with Series A. Each share of Series A Preferred Stock may be converted, at the option of the holder, into one (1) fully paid and nonassessable share of Common Stock, par value $0.001.

As of June 30, 2025 and December 31, 2024, each share of Series B stock is entitled to two thousand (2,000) votes and is convertible into one share of common stock. 120,000 shares of Series B Preferred Stock are owned by management. The Series B Preferred Stock is not entitled to dividends and there are no liquidation rights associated with Series B. Each share of Series B Preferred Stock may be converted, at the option of the holder, into one (1) fully paid and nonassessable share of Common Stock, par value $0.001.

Common stock

Six months ended June 30, 2024

During the six months ended June 30, 2024, the Company issued an aggregate of 360,998 shares of its common stock for services rendered valued at $264,404 based on the underlying market value of the common stock at the date of grant, among which 121,918 shares valued at $85,154 were issued to the board of directors for board compensation.

During the six months ended June 30, 2024, the Company issued an aggregate of 30,000 shares as consideration to the holders of promissory notes entering into the amended agreements to the promissory notes (see Note 10). The 30,000 shares of common stock were valued at an aggregate value of $28,350. The Company also issued 24,000 shares as additional consideration for the issuance of one promissory note (see Note 10).  The 24,000 shares of common stock were valued at a value of $11,867.

During the six months ended June 30, 2024, the Company issued 460,477 shares of its common stock at $1.18 per share in connection with conversion of the promissory note then outstanding of $446,426 and the accrued interest on the promissory note of $7,858 and director fees of $90,000. During the six months ended June 30, 2024, the Company also issued 224,196 shares of its common stock at $1.18 per share in connection with conversion of director fees of $265,000.

During the six months ended June 30, 2024, the Company issued 9,374 shares of its common stock in connection with the 2023 Q4 Lucido Subscription Agreement (as defined below) and the 2023 Q4 Galligan Subscription Agreement (as defined below).

Six months ended June 30, 2025

During the six months ended June 30, 2025, the Company issued an aggregate of 684,082 shares of its common stock for services rendered valued at $241,345 based on the underlying market value of the common stock at the date of grant among which 148,046 shares valued at $56,538 were issued to the board of directors for board compensation. No gain or loss was recognized.

During the six months ended June 30, 2025, the Company issued an aggregate of 104,500 shares as consideration to the holders of promissory notes entering into the amended agreements to the promissory notes (see Note 10). The 104,500 shares of common stock were valued at an aggregate value of $36,800.

During the six months ended June 30, 2025, the Company issued 1,770,452 shares of its common stock at $0.41 per share in connection with conversion of the promissory note then outstanding of $725,000. As the fair value of the shares issued equaled the carrying amount of the note, no gain or loss was recognized. During the six months ended June 30, 2025, the Company also issued 585,394 shares of its common stock at $0.34 per share in connection with conversion of the promissory note then outstanding of $200,000. As the fair value of the shares issued equaled the carrying amount of the note, no gain or loss was recognized. During the six months ended June 30, 2025, the Company also issued 103,627 shares of its common stock at $0.39 per share in connection with conversion of accounts payable of $40,000. As the fair value of the shares issued equaled the carrying amount of the note, no gain or loss was recognized.

During the six months ended June 30, 2025, one holder of the warrants elected to exercise their warrants on a cashless basis. An aggregate of 234,482 shares of common stock were issued to the holder.

During the six months ended June 30, 2025, as part of the consideration paid to the Seller for the purchase of the assets, the Company issued 500,000 shares of the Company’s common stock at $0.31 per share.

As of June 30, 2025 and December 31, 2024, the Company had 17,281,886 shares and 13,299,349 shares of common stock issued and outstanding, respectively.