Note 18 – Subsequent Events

Conversions of Series N Preferred Stock

Subsequent to December 31, 2021 and through April 8, 2022, the Company issued 32 million shares of its common stock upon conversions of 766.959 shares of its Series N Preferred Stock with a stated value of $766,959.

Reverse Stock Split

Effective March 15, 2022, the Company filed an amendment to its Certificate of Incorporation, as amended, to effect a reverse stock split of all of the outstanding shares of our Common Stock, at a ratio from 1-for-10,000, as more fully discussed in Note 1.

Increase in Authorized Shares of Common Stock

Effective March 15, 2022, the Company filed an Amendment to its Certificate of Incorporation, as amended, with the Secretary of State of Delaware to increase the authorized shares of Common Stock of the Company from 50 billion shares to 250 billion shares. (See Note 1.)

Potential Common Stock as of April 8, 2022

The following table presents the dilutive effect of our various potential shares of common stock as of April 8, 2022:

 Schedule of Dilutive Effect of Various Potential Common Shares

As a result of the Voting Agreement discussed in Note 12, the November 5, 2021 Amendment to its Certificate of Incorporation, as amended, providing for the affirmative vote of the holders of a majority in voting power of the stock of the Company to authorize an increase in the number of authorized shares of the Company’s common stock, as more fully discussed in Note 1, the recent increase in authorized shares of common stock and the recent reverse common stock split, the Company believes that it has the practical ability to ensure that it has a sufficient number of authorized shares of its common stock to accommodate all potentially dilutive instruments.

Diamantis Loan

On January 18, 2022, notes payable due to Mr. Diamantis increased by $750,000 due to his payment of a like amount to Mr. Anthony O’Killough in connection with a forbearance agreement related to amounts owed to Mr. O’Killough by the Company and personally guaranteed by Mr. Diamantis. Amounts owed to Mr. O’Killough are more fully discussed in Notes 8 and 14. Loans from Mr. Diamantis are more fully discussed in Note 8.

Securities Purchase Agreement Dated January 31, 2022

On January 31, 2022, the Company entered into the Securities Purchase Agreement (the “Purchase Agreement”), among the Company and certain existing institutional investors of the Company. The Purchase Agreement provided for the issuance of up to 1,650 shares of Series P Preferred Stock at a series of closings. The first closing occurred on March 11, 2022 where 1,100 shares were issued for $1.0 million in proceeds. The second closing occurred on April 1, 2022 where 550 shares were issued for $0.5 million in proceeds. The Purchase Agreement restricts the Company’s use of the proceeds from the issuances of the Series P Preferred Stock.

Forgiveness of PPP Notes

In January 2022, $0.3 million of then outstanding PPP Notes were forgiven. PPP Notes are more fully discussed in Note 8.

Receipt of HHS Provider Relief Funds

On April 13, 2022, the Company received $0.3 million in HHS Provider Relief Funds. HHS Provider Relief Funds are more fully discussed in Note 1.