Shareholders’ Equity |
9 Months Ended |
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Sep. 30, 2022 | |
| Equity [Abstract] | |
| Shareholders’ Equity |
Note 5 – Shareholders’ Equity
Preferred Stock
The Company is authorized to issue shares of preferred stock, par value $per share. On September 26, 2022 the Company submitted a Certificate of Designation to the Secretary of State of Nevada designating shares of preferred stock as Series A Preferred. Each shareholder shall have the right, at any time and from time to time, at the shareholder’s option to convert any or all of such holder’s shares of Series A Preferred into the number of shares of Common Stock. Each share of Series A Preferred initially converts into shares of Common Stock at a reference rate of $3.00 per share of Common Stock subject to adjustments.
The holders of Series A Preferred shall be entitled to receive, in cash or in-kind at Company’s election, in an amount equal to $ per share. If paid in kind, the dividend shall be in shares of Series A Preferred (the “Dividend Shares”) valued at the $ per share of Series A Preferred (the “Purchase Price”) unless the closing price of the Common Stock on the Trading Day prior to the issuance of the dividend is below the Reference Rate, in which case the Dividend Shares shall be valued at the Purchase Price adjusted pursuant to the formula set forth in Section 3 of the Certificate of Designations.
During September 2022, the Company entered into a Securities Purchase Agreement with five accredited investors. Pursuant to the Securities Purchase Agreements, the company sold Shares of its Series A Preferred at $ per preferred share and received gross proceeds of $790,000.
During September 2022, the Company issued shares of its Series A Preferred upon conversion of the Senior Secured Promissory Notes and the associated accrued interest payable of $157,733. The balance of the Senior Secured Promissory Notes payable at September 30, 2022 and December 31, 2021 was $0 and $215,000, respectively.
Common Stock
The Company is authorized to issue million shares of common stock, par value $ per share. As September 30, 2022 and December 31, 2021, the Company had and shares issued and outstanding, respectively.
In August 2022, the Company sold 11,000 shares of common stock at $per share to accredited investors within the meaning of the federal securities laws in transactions exempt from registration under the Securities Act of 1933, as amended.
During September 2022, the Company issued 777,663 shares of its common stock upon conversion of the Senior Secured Promissory Notes and the associated accrued interest payable of $85,543. The balance of the Senior Secured Promissory Notes payable at September 30, 2022 and December 31, 2021 was $0 and $215,000, respectively.
During the nine months ended September 30, 2022, the Company sold shares of common stock at $ per share and 193,501 shares of common stock at $ per share to accredited investors within the meaning of the federal securities laws in transactions exempt from registration under the Securities Act of 1933, as amended. The Company issued shares of common stock to an outside consultant for services and recognized an expense of $18,380.
During the three nine ended September 30, 2021, the Company issued shares of common stock to its legal counsel at par value per share of $, pursuant to an engagement letter entered into in December 2020, and sold shares of common stock at $ per share to accredited investors within the meaning of the federal securities laws in transactions exempt from registration under the Securities Act of 1933, as amended. The Company received proceeds from the sales of $724,500.
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