Quarterly report pursuant to Section 13 or 15(d)

STOCKHOLDERS EQUITY AND MEZZANINE EQUITY

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STOCKHOLDERS EQUITY AND MEZZANINE EQUITY
9 Months Ended
Sep. 30, 2022
STOCKHOLDERS' EQUITY AND MEZZANINE EQUITY  
STOCKHOLDERS' EQUITY AND MEZZANINE EQUITY

NOTE 10 – STOCKHOLDERS’ EQUITY AND MEZZANINE EQUITY

During the year ended December 31, 2021, 13,428,500 pre-funded common stock warrants and 442,600 common warrants were exercised. Gross proceeds from these transactions were $367,509. On April 5, April 6, and April 7, 2022, a total of 6,453,907 common stock warrants were exercised at a price of $0.80 per share for gross proceeds of $5,163,126. On August 19, August 25, and September 8, a total of 3,000,000 common stock warrants were exercised at a price of $0.80 per share for gross proceeds of $2,400,000. At September 30, 2022, there remained 19,907,793 unexercised common stock warrants, with an exercise price of $0.80 per share.

Common Stock and Convertible Preferred Stock

As part of the Stronghold Acquisition, 21,339,986 shares of our common stock were issued as “restricted shares” to Stronghold OpCo.

Also as part of the Stronghold Acquisition, 153,176 shares of Preferred Stock were issued. Each share of Preferred Stock is automatically convertible into 277.7778 shares of common stock upon stockholder approval of the conversion (42,548,892 shares of common stock in total). We have classified the fair value of the Preferred Stock on our Balance Sheets under Mezzanine Equity.

On September 26, 2022, a proxy statement was filed under the Securities Exchange Act of 1934 for our stockholders to consider and vote upon the conversion of the preferred shares into 42,548,892 shares of common stock. A special meeting of stockholders to vote on the conversion was held on October 27, 2022. Please see Note 13 – SUBSEQUENT EVENTS for more information regarding the stockholder meeting at which the conversion was approved.