NOTE 9 – STOCK WARRANTS

On September 12, 2022, the Company entered into agreements with members of the Board and consultants for services to be performed. As consideration therefore, the Company granted those individuals stock warrants to purchase an aggregate of 33,150,000 shares of common stock. The warrants vest over a three-year term and expire five years from the vesting date. The warrants were valued using the Black-Scholes option pricing model under the following assumptions as found in the table below.

On November 1, 2022, the Company entered into an agreement with a consultant for services to be performed. As consideration therefore, the Company granted the consultant stock warrants to purchase 100,000 shares of common stock. The warrants vest over a one-year term. The warrants were valued using the Black-Scholes option pricing model under the following assumptions as found in the table below.

On November 3, 2022, the Company entered into an agreement with a consultant for services to be performed. As consideration therefore, the Company granted the consultant stock warrants to purchase 5,000,000 shares of common stock. The warrants vest over a three-year term. The warrants were valued using the Black-Scholes option pricing model under the following assumptions as found in the table below.

On December 29, 2022, the Company entered into an agreement with Ross Sklar, for 285,714 warrants to purchase shares of common stock to be issued as a funding fee for the $2,000,000 secured promissory note (see Note 7). The warrants were valued using the Black-Scholes option pricing model under the following assumptions as found in the table below.

On March 3, 2023, the Company entered into an agreement with Ross Sklar, for 114,286 warrants to purchase shares of Class A common stock to be issued as a funding fee for the $800,000 secured promissory note (see Note 7). The warrants were valued using the Black-Scholes option pricing model under the following assumptions as found in the table below.

On June 1, 2023, the Company entered into an agreement with a consultant for services to be performed. As consideration therefore, the Company granted the consultant stock warrants to purchase 150,000 shares of common stock. The warrants vest over a three-year term. The warrants were valued using the Black-Scholes option pricing model under the following assumptions as found in the table below.

FAIR VALUE MEASUREMENT INPUTS AND VALUATION TECHNIQUES

A summary of the status of the Company’s outstanding stock warrants and changes during the periods is presented below:

SCHEDULE OF OUTSTANDING STOCK WARRANTS AND CHANGES

The Company granted stock warrants to purchase an aggregate of 150,000 and zero shares of Class A common stock during the three months ended June 30, 2023 and 2022, respectively. The Company granted stock warrants to purchase an aggregate of 264,286 and zero shares of Class A common stock during the six months ended June 30, 2023 and 2022, respectively.

The fair value of stock warrants granted and vested during the three months ended June 30, 2023 was $14,013 and $291,954 respectively. The fair value of stock warrants granted and vested during the six months ended June 30, 2023 was $32,723 and $570,603 respectively.

The fair value of stock warrants granted and vested during the three months ended June, 2022 was zero and $22,599 respectively. The fair value of stock warrants granted and vested during the six months ended June 30, 2022 was zero and $50,697 respectively.

The following table summarizes information about stock warrants to purchase shares of the Company’s common stock outstanding and exercisable as of June 30, 2023:

SCHEDULE OF EXERCISABLE WARRANTS

The compensation expense attributed to the issuance of the stock warrants is recognized as they are vested.

Total compensation expense related to the stock warrants was $398,723 and $22,599 for the three months ended June 30, 2023 and 2022, respectively. Total compensation expense related to the stock warrants was $800,278 and $50,679 for the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023, there was $3,549,539 in future compensation cost related to non-vested stock warrants.

The aggregate intrinsic value as of June 30, 2023 is $44,000 for total outstanding and exercisable warrants, which was based on our estimated fair value of the common stock of $0.12, had all warrant holders exercised their warrants as of that date, net of the aggregate exercise price.