17. EQUITY |
6 Months Ended | ||||||||||||||||||||
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Jun. 30, 2025 | |||||||||||||||||||||
| Notes | |||||||||||||||||||||
| 17. EQUITY | 17.EQUITY
During the six months ended June 30, 2025, the Company issued 2,934,619 shares of common stock for non-cash payments of accounts payable of $1,330,599, and during the six months ended June 30, 2025 issued 148,334 shares of common stock, for conversion of debt, amounting to $192,573, net of offering costs of $0.
During the six months ended June 30, 2024, the Company issued 41,302 and 22,398 shares of common stock, respectively for acceptance of share subscriptions and conversion of debt, amounting to $42,576 and $107,507, net of offering costs of $0 and $0, respectively.
During the six months ended June 30, 2024, the Company issued 123,200 shares of series B preferred stock, respectively for acceptance of share subscriptions amounting to $267,126, net of offering costs of $40,874. There were no issuance of series B preferred stock for the six months ended June 30, 2025.
For the six months ended June 30, 2025, the Company incurred equity issuance costs of $0. For the six months ended June 30, 2024, the Company incurred equity issuance costs of $40,874. These costs consisted of legal, marketing, accounting, printing, administration, broker-dealer, escrow and filing fees directly related to their respective offerings.
On June 14, 2024, the SEC qualified an offering of securities submitted by the Company under Regulation A (the “2024 Reg A Offering”). Under the 2024 Reg A Offering, the Company proposed to sell up to 3,333,333 shares (“Shares”) at a price of $6.00 per Share, and up to 4,852,224 shares of common stock underlying warrants (“Warrant”) issued in the Company’s 2021 Reg A Offering, exercisable at a price of $4.50 per Warrant.
On September 29, 2021, the SEC qualified an offering of securities submitted by the Company under Regulation A (the “2021 Reg A Offering”). Under the 2021 Reg A Offering, the Company proposed to sell up to 5 million units (“Units”) at a price of $3.75 per Unit (as adjusted for the Company’s 1 for 3 reverse split completed in April 2024). Each Unit was comprised of one share of common stock (an “Offering Share”) and one warrant to purchase an additional share (an “Offering Warrant”) at an exercise price of $7.50 per share for a period of three years from the date of issuance of the warrant. The Company reserved from treasury a maximum of 5,000,000 Shares issuable under the 2021 Reg A Offering, assuming full subscription, and a maximum of 1,666,667 shares issuable on exercise of the Offering Warrants (“Warrant Shares”) issued in connection with the 2021 Reg A Offering, assuming full subscription and full exercise. The Company did not issue Unit certificates but instead issued Offering Shares and Offering Warrants in the number of Units subscribed for to subscribers under the 2021 Reg A Offering. The Reg A Offering closed on September 29, 2022, with total gross proceeds of $18,195,838.
The table below sets forth the shares reserved as of June 30, 2025, by the Company for future potential issuance.
On June 14, 2024, the Company entered into an engagement agreement with Digital Offering, LLC to provide broker-dealer services in connection with the 2024 Reg A Offering. Under the terms of the engagement letter, the Company will issue a warrant to purchase one share of the Company’s common stock (an “Agent Warrant”) equal to 2.30% of the total Shares sold to investors under the offering at an exercise price of $7.50 per share and subject to transfer, lock-up and exercise restrictions as set forth in Rule 5110 of the Financial Industry Regulatory Authority, Inc (“FINRA”), as applicable. The 2024 Reg A Offering closed on October 9, 2024, and 25,714 Agent Warrants were issued to Digital Offering, LLC in connection with its services under the 2024 Reg A Offering.
As of June 30, 2025, the Company had a total of 4,910,518 warrants issued and outstanding each to purchase one share of common stock, exercisable at a range from $0.83 to $7.50 per share for cash and a range length of time to exercise from 0.4 to 5 years. There were 7,975,499 warrants to purchase common stock outstanding as of December 31, 2024. |