|6 Months Ended|
Jun. 30, 2023
On January 30, 2023 and May 5, 2023, as disclosed in Note 11 above, the Company closed a private placement offering of 2,350 units and entered into Subscription Agreements with a group of accredited investors (the “Investors”), which Investors included Braydon Capital Corp. a company owned by Claudio Ciavarella, a related party and brother of the Company’s Executive Chairman, Michele Ciavarella and Gold Street Capital, a company owned by Gilda Ciavarella, the wife of Michele Ciavarella. Each Unit sold to Investors was sold at a per unit price of $1,000 and was comprised of (i) a 12% convertible debenture in the principal amount of $1,000 (the “Debentures”), and (ii) warrants to purchase shares of the Company’s common stock (the “Warrants”).
The Investors purchased a total of 2,350 units and the Company issued Debentures for the total principal amount of $2,350,000 (the “Principal Amount”) to the Investors and warrants to purchase 5,317,562 shares of common stock of the Company.
The warrants are exercisable at an exercise price equal to the volume weighted average price per share (calculated to the nearest one-hundredth of one cent) of the Company common stock on the Nasdaq stock market for the period of twenty consecutive trading days beginning on the twenty-third trading day immediately preceding the Closing Date and concluding at the close of trading on the third trading day immediately preceding the Closing Date, subject to adjustment as provided in the Warrant and expire three years after the issuance date. Each warrant is exercisable on a cashless basis in the event that there is not an effective registration statement registering the shares underlying the warrant at the time of exercise. The initial exercise price of the January 30, 2023 warrant is $0.39 per share and the May 5, 2023 warrant is $0.48 per share, both subject to a down-round adjustment to a floor exercise price of $0.35 per share.
The Company may accelerate the right to exercise the Warrants on at least ten (10) business days prior written notice to the Holder if there is an effective Registration Statement registering, or a current prospectus available for, the resale of the common shares issuable on exercise of the Warrants and the closing price of the Company’s common shares exceeds two hundred (200%) per cent of the Exercise Price for five (5) trading days in a thirty (30) day period.
The Warrants provide that if the Company issues or sells common stock of securities convertible or exercisable into common stock for a price lower than the exercise price of conversion price that the exercise price and conversion price will be reduced to such price, subject to a floor price of $0.35 and subject to certain exempt issuances set forth in the Debentures and Warrants.
The number of shares of common stock that may be issued upon exercise of the Warrants and Debentures is subject to an Exchange Cap (as defined in the Debentures and Warrants) unless shareholder approval to exceed the Exchange Cap is approved. The parties agree to amend the Debentures and Warrants as necessary in order to comply with the requirements of the Nasdaq Capital Markets.
On February 14, 2023, the Company engaged Shareholder Intelligence Services, LLC (“ShareIntel”) to utilize their patented, proprietary service offerings to obtain share trading analytic metrics designed to determine if the Company has been the target of improper and potentially illegal trading activities, including illegal naked short selling, in an effort to allow the Company to better monitor trading activity, including potential violations of SEC Regulation SHO, which governs stock and option share locate, close out and fail to deliver requirements.
The Company issued a warrant to purchase up to shares of Common Stock to ShareIntel, as consideration for services provided. The Consultant Warrant is exercisable at a price of per share and
The warrants granted during the six months ended June 30, 2023 were valued using a Black-Scholes pricing model. The relative fair value of the warrants, exercisable for 5,317,562 Common Shares, issued to the convertible note holders for the six months ended June 30, 2023 was $1,148,545, in addition, the warrants issued to ShareIntel were valued at $136,808.
The following assumptions were used in the Black-Scholes model:
A summary of all of the Company’s warrant activity during the period January 1, 2022 to June 30, 2023 is as follows:
The following tables summarize information about warrants outstanding as of June 30, 2023:
The outstanding warrants have an intrinsic value of $0 as of June 30, 2023.