NOTE 4 – STOCKHOLDERS’ DEFICIT

Preferred Stock

The authorized preferred stock of the Company consists of 20,000,000 shares with a $0.001 par value.

Series A Preferred Stock

On August 10, 2022, the Company designated 10 shares of its preferred stock as Series A Preferred Stock (“Series A”). Each share of Series A entitles the holder to ten million (10,000,000) votes on all matters submitted to a vote of the stockholders of the Corporation. When and as any dividend or distribution is declared or paid by the Company on the common stock, the Series A holders are entitled to participate in such dividend or distribution. Each Series A share is convertible, at the option of the holder, into one share of fully paid and non-assessable common stock. Upon any liquidation, dissolution, or winding-up of the Company, the Series A holders are entitled to receive out the assets of the Company, for each share of Series A, an amount equal to par value before any distribution or payment shall be made to the holder of any junior securities (including common stock and all other equity or equity equivalent securities of the Company).

The preferred stock was issued on August 16, 2022, as follows: Bradley White (former Chief Executive Officer), 3 shares; Dr. Clayton Yates (Chief Scientific Officer and Chairman), 3 shares; and Dr. Jesse Jaynes (Chief Research Officer and Director), 3 shares. See Note 7.

On September 28, 2023, as part of the Settlement Agreement with Bradley White (see Notes 6 and 7), Mr. White returned to the Company for cancellation of 3 shares of Series A preferred stock.

As of September 30, 2023, and 2022, there were 6 and 9 shares of Series A preferred stock issued and outstanding, respectively.

Series B Preferred Stock

On October 19, 2022, the Company filed a Certificate of Designation with the State of Nevada to designate its Series B Preferred Stock (“Series B”). The designation authorized 2,500,000 shares of Series B. Each share of Series B shall have 10 votes on all matters submitted to a vote of the stockholders of the Company. Each share of Series B is convertible into 10 shares of common stock of the Company. See Note 10.

On October 19, 2022, the following shareholders converted shares of common stock of the Company into shares of Series B to modify the common shares outstanding to reduce the outstanding common stock issued by the Company, as follows:

The conversion of the common stock into Series B was valued at par, respectively, offset to additional paid-in capital. Series B is convertible into common stock into the original amount of common stock converted therefore there is no change in the amount of common stock outstanding on a fully diluted basis.

On September 28, 2023, as part of the Settlement Agreement with Bradley White (see Notes 6 and 7), Mr. White returned to the Company for cancellation of 502,512 shares of Series B preferred stock; however, the shares have not been canceled and are being held in treasury stock.

There were 2,060,536 issued and 1,558,024 outstanding at September 30, 2023 and 0 shares as of September 30, 2022.

Common Stock

The authorized common stock of the Company consists of 300,000,000 shares with a $0.001 par value. All common stock shares are non-assessable and have one vote per share.

On April 21, 2022, the Company issued 569 shares of common stock to an individual under a transfer and exchange agreement for a note receivable held in NBFL (see Note 3). At the transfer date, the latest sale of common stock was at $0.50, accordingly the shares were valued at $285, and the note was written off since NBFL has since dissolved.

In connection with the Merger (see Notes 1 and 8), the founding shareholders of the Company cancelled 18,144,112 shares of common stock, retaining 5%, or 1,855,888 shares of common stock, as of June 30, 2022. The cancellation is presented in the accompanying statements of changes in stockholders’ deficit within the line item “Retroactive application of recapitalization.”

During July 2022, the Company entered into a transfer and exchange agreement with an individual to issue 99,600 shares of common stock for the note receivable held in NBFL. Since NBFL had minimal assets and was dissolved during the year ended December 31, 2019, the note receivable was immediately written-off. Based on the latest SPA price per share, the stock was valued at $1.00 per share, or $99,600.

On September 8, 2022, the Company issued 100,000 shares of common stock to a prior Nexion contractor. This was regarding a claim against the predecessor management and the Company opted as a settlement to issue the common stock.

Shares Issued for Services

During the year ended September 30, 2023, and the nine months ended September 30, 2022, the Company issued 0 and 751,500 shares of common stock, respectively, for business advisory services received, valued at $0 and $325,750, respectively.

On February 18, 2022, the Company issued 20,000 shares of common stock, valued at $10,000 (based on the latest third-party sale of common stock) to an investor for stock compensation. Additionally, 5,000 shares were issued to a debt holder as incentive, valued at $2,500 (based on the latest third-party sale of common stock), recorded in interest expense in the accompanying consolidated statement of operations for the nine months ended September 30, 2022.

On March 8, 2022, the Company issued 2,000,000 shares of common stock to each of its three directors, for a total of 6,000,000 shares issued valued at $3,000,000 (based on the latest third-party sale of common stock). The issuances are recorded in stock compensation in the accompanying consolidated statement of operations.

During April 2022, the Company issued 5,000 shares of common stock to a consultant valued at $2,500 and recorded in stock compensation in the accompanying consolidated statement of operations.

On May 27, 2022, the Company issued 500,000 shares of common stock for consulting services. Based on the latest third-party sale of common stock, this resulted in $500,000 stock-based compensation.

On September 13, 2022, the Company issued 170,000 shares of common stock to Scott Gann for services.

Stock Issued for Cash

From October through December 2021, the Company entered into fourteen stock purchase agreements (“SPA”) for the issuance of a total of 1,475,020 shares of common stock at prices ranging from $0.40-$0.50. The proceeds received under these SPAs totaled $570,005.

During January and February 2022, the Company entered into six SPAs for the issuance of a total of 280,000 shares of common stock at $0.50. The proceeds received under these SPAs totaled $140,000.

On May 12, 2022, the Company entered into an SPA for the issuance of 25,000 shares of common stock for $25,000, or $1.00 per share.

During July 2022, the Company issued 975,000 common stock shares to the prior S-1 investors pursuant to their subscription agreements.

During July 2022, the Company issued 50,000 shares of common stock to a shareholder pursuant to a December 2021 SPA.

On November 17, 2022, the Company issued 300,000 shares of common stock to an investor for $150,000.

On May 3, 2023, the Company issued 100,000 shares of common stock to an investor for $50,000.

On May 12, 2023, the Company issued 15,000 shares of common stock to an investor for $15,000.

On May 29, 2023, the Company issued 10,000 shares of common stock to an investor for $10,000.

On July 12, 2023, the Company issued 20,000 shares of common stock to an investor for $10,000.

On July 13, 2023, the Company issued 20,000 shares of common stock to an investor for $10,000.

On July 14, 2023, the Company issued 50,000 shares of common stock to an investor for $25,000.

On July 14, 2023, the Company issued 4,665 shares of common stock for the conversion of accrued interest of $2,333.

On July 17, 2023, the Company issued 25,000 shares of common stock to an investor for $10,000.

On July 17, 2023, the Company issued 50,000 shares of common stock to an investor for $25,000.

On August 25, 2023, the Company issued 50,000 shares of common stock to an investor for $25,000.

On September 16, 2023, the Company issued 75,000 shares of common stock for the settlement of a debt and accrued interest for $25,000.

On September 19, 2023, the Company issued 20,000 shares of common stock to an investor for $20,000.

Other Stock Issuances

On June 14, 2023, the Company issued 25,000 shares of common stock related to the conversion of a note payable for $12,500.

On July 1, 2023, the Company issued 29,665 shares of common stock related to the conversion of a note payable and accrued interest for $14,833.

Stock Options and Warrants

During the year ended September 30, 2023, the Company issued 2,362,900 warrants for common stock of the Company. The issuance was for the following: