NOTE 7 – STOCKHOLDERS’ EQUITY

As of December 31, 2023, the Company was authorized to issue 5,000,000 shares of its preferred stock in one or more series, of which 1,500,000 were designated “Series B Preferred Stock”. On June 24, 2024, the Board of Directors of the Company approved the designation of one share of preferred stock as “Series A Preferred Stock”. As of September 30, 2024, the Company was authorized to issue 5,000,000 shares of preferred stock, of which 1,500,000 were designated “Series B Preferred Stock” and 1 was designated “Series A Preferred Stock”.

As of December 31, 2024 and 2023, we were authorized to issue 467,000,000 and 100,000,000 shares of common stock, respectively. On June 24, 2024, the Board of Directors of the Company approved an increase in the authorized shares of common stock from 100,000,000 to 467,000,000.

Common Stock 

As of December 31, 2024 and 2023 we were authorized to issue 467,000,000 and 100,000,000 shares of common stock, respectively. Each share of common stock has a $0.001 par value. Each share of common stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. The Company had 39,990,903 and 14,896,791 shares of common stock issued and outstanding as of December 31, 2024, and 2023 respectively.

AIBOTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  

DECEMBER 31, 2024 AND 2023

During the year ended December 31, 2023, the Company issued 38,434 shares of common stock to settle $43,750 of accrued expenses.

During the year ended December 31, 2024, the Company entered into an Exchange Agreement with Ehave, Inc., its largest shareholder, whereby Ehave, Inc. exchanged 9,793,754 shares of common stock for one share of Series A Preferred Stock.

During the year ended December 31, 2024, the Company issued 378,582 shares of common stock to settle $26,250 of accrued expenses. There was no gain or loss recorded on the issuance of the shares.

During the year ended December 31, 2024, the Company issued 254,642 shares of common stock to settle $3,565 of accrued expenses. There was no gain or loss recorded on the issuance of the shares.

During the year ended December 31, 2024, the Company issued 254,642 shares of common stock to settle $2,165 of accrued expenses. There was no gain or loss recorded on the issuance of the shares.

During the year ended December 31, 2024, the Company issued 30,000,000 shares of common stock to settle $300,000 of accrued expenses. There was a gain on the issuance of the shares of $3,437.

During the year ended December 31, 2024, the Company issued 4,000,000 shares of common stock to settle $68,010 of accrued expenses. There was loss recorded on the issuance of the shares of $1,345.

Series A Preferred Stock

As of December 31, 2024, and 2023 we were authorized to issue 1 and 0 shares of Series A Preferred Stock, $0.001 par value. The holder of the Series A Preferred is entitled to cast that number of votes on all matters presented for stockholder vote to the stockholders of the Corporation that when taking into account the votes entitled to be cast by the Series A Preferred stockholder is equal to seventy-five percent (75%) of the total shares authorized to vote on such matter(s) and such holder shall vote along with holders of the Corporation’s Common Stock on such matters. Additionally, the Series A Preferred Stock is convertible into 9,793,754 shares of Company common stock at the option of the holder.

On July 29, 2024, the Company entered into an Exchange Agreement with Ehave, Inc., its largest shareholder, whereby the Company agreed to issue Ehave, Inc. one share of Series A Preferred Stock in exchange for 9,793,754 shares of common stock.

AIBOTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  

DECEMBER 31, 2024 AND 2023

Series B Preferred Stock - Mezzanine Equity

The Company’s Series B Preferred Stock, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480-10-S99 Distinguishing Liabilities from Equity, is accounted for as mezzanine equity due to the redemption feature upon a deemed liquidation event: (i) a merger or consolidation, or (ii) the sale, lease, transfer or other disposition of substantially all the assets of the Company. As of December 31, 2024 and 2023 the Company was authorized to issue 1,500,000 shares of Series B Preferred Stock.

During the year ended December 31, 2024, the Company issued 200,000 shares of Series B Preferred Stock to the seller as satisfaction of the consideration owed to Philon Labs for the acquisition of intangible assets (see footnote 4).