Annual report pursuant to Section 13 and 15(d)

Loss per Share

v3.25.0.1
Loss per Share
12 Months Ended
Dec. 31, 2023
Earnings Per Share [Abstract]  
Loss per Share

Note 3 – Loss per Share

 

The loss per share accounting guidance is discussed in Note 2. Diluted loss per share excludes all dilutive potential shares if their effect is anti-dilutive.

 

The following table sets forth the computation of the Company’s basic and diluted net loss per share available to common stockholders for the years ended December 31, 2023 and 2022:

 

    2023     2022  
    Year Ended December 31,  
    2023     2022  
Numerator                
Net loss from continuing operations, net of noncontrolling interest   $ (534,085 )   $ (3,349,899 )
Deemed dividends     -       (330,876,369 )
Net loss available to common stockholders, continuing operations     (534,085 )     (334,226,268 )
Net (loss) income from discontinued operations     (7,195,076 )     56,844  
Net loss available to common stockholders   $ (7,729,161 )   $ (334,169,424 )
                 
Denominator                
Net loss per share of common stock available to common stockholders - basic:                
Continuing operations   $ (0.00 )   $ (0.03 )
Discontinued operations     (0.00 )     0.00  
Total basic and diluted   $ (0.00 )   $ (0.03 )
                 

Weighted average number of shares of common stock outstanding during the period – basic and diluted

   

32,825,519,517

     

9,992,238,468

 

 

 

Diluted loss per share excludes all dilutive potential shares if their effect is anti-dilutive. As of December 31, 2023 and 2022, the following potential common stock equivalents were excluded from the calculation of diluted loss per share as their effect was anti-dilutive:

 

    2023     2022  
    Year Ended December 31,  
    2023     2022  
Common stock warrants     511,333,351,089       511,333,351,090  
Convertible preferred stock     441,250,633,333       452,995,411,111  
Convertible debentures     28,777,833,333       28,777,833,333  
Stock options     26       26  
Anti-dilutive shares      981,361,817,781       993,106,595,560  

 

Subsequent to December 31, 2023, 2.5 billion common stock warrants were exercised. In addition, the expiration dates of 101.3 billion common stock warrants outstanding at December 31, 2023 were extended. During the year ended December 31, 2024, all common stock warrants outstanding on December 31, 2023 had expired by their terms, including the 101.3 billion common stock warrants with expiration dates that were extended. See Notes 12 and 18.

 

The terms of certain of the warrants, convertible preferred stock and convertible debentures issued by the Company provide for reductions in the per share exercise prices of the warrants and the per share conversion prices of the debentures and preferred stock (if applicable and subject to floors in certain cases) in the event that the Company issues common stock or common stock equivalents (as that term is defined in the agreements) at an effective exercise/conversion price that is less than the then exercise/conversion prices of the outstanding warrants, preferred stock or debentures, as the case may be. In addition, many of these securities contain exercise or conversion prices that vary based upon the price of the Company’s common stock on the date of exercise/conversion (see Notes 11 and 12). These provisions have resulted in significant dilution of the Company’s common stock.

 

As a result of the Voting Agreement and Irrevocable Proxy (the “Voting Agreement”) discussed in Note 12 and the November 5, 2021 Amendment to the Company’s Certificate of Incorporation, as amended, to provide that the number of authorized shares of the Company’s common stock or preferred stock may be increased or decreased (but not below the number of shares then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the Company, which is more fully discussed in Note 1, as of the date of filing this report, the Company believes that it has the ability to ensure that it has and/or can obtain sufficient authorized shares of its common stock to cover all outstanding rights to acquire potentially dilutive common shares.

 

The potential common stock and common stock equivalents totaled 424.2 billion at February 4, 2025. See Notes 1 and 12 regarding a discussion of the number of shares of the Company’s authorized common and preferred stock.