Equity

6 Months Ended

Jun. 30, 2025

6. EQUITY

Common Stock and Preferred Stock

As of June 30, 2025 and December 31, 2024, the Company’s authorized capital stock consists of 3,000,000,000 shares of common stock, par value $0.001, and 50,000,000 shares of preferred stock, par value $0.001. 1,000 shares of preferred stock are designated as Series A Convertible Preferred Stock. No shares of Series A Preferred Stock are issued and outstanding as of June 30, 2025 and December 31, 2024, respectively. 1 share of preferred stock is designated Series C Preferred Stock and is issued and outstanding as of June 30, 2025 and December 31, 2024, respectively. The Series C Preferred Stock has a stated value of $24,000 and entitles the holder to 51% of the total voting power of the Company’s stockholders. The Company may, in its sole discretion, redeem the Series C Preferred Stock at any time for a redemption price equal to the stated value. Upon payment of the redemption price by the Company, the Series C Preferred Stock will revert to the status of authorized but unissued preferred stock.

On December 14, 2021, the board of directors of the Company adopted the Company’s 2021 Equity Incentive Plan (the “2021 Plan”), pursuant to which up to an aggregate of 6,666,667 shares of common stock are available for issuance. Awards under the plan may include options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units, performance share awards, or other equity-based awards, each as defined under the 2021 Plan. Options awarded under the 2021 Plan are to have an exercise price of not less than 100% of the fair market value of the common stock on the grant date and a term of not more than ten years from the option grant date. As of June 30, 2025 and December 31, 2024, 266,667 shares of common stock have been issued under the 2021 Plan and are all vested.

Warrants

The following table summarizes the warrant activities during the six months ended June 30, 2025:

	Number of Warrants		Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Life
Outstanding at December 31, 2024		1,094,876		0.62		1.49
Granted		150,000		0.10		1.67
Canceled or expired		-		-		-
Outstanding at June 30, 2025		1,244,876	$	0.60		1.38 years
Exercisable at June 30, 2025		1,244,876	$	0.60		1.38 years
Intrinsic value at June 30, 2025			$	64,269

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $0.114 for the Company’s common stock on June 30, 2025.

Options

On January 8, 2024, the Company issued to an employee options to purchase a total of 225,000 shares of common stock at an exercise price of $0.20. The options vest 50% on January 15, 2024 and 50% over a period of 12 months and have a term of 10 years. The options were fair valued at $8,919 using a Black-Scholes pricing model with the following assumptions: dividend yield of 0%, annual volatility of 392%, risk free interest rate of 4.82%, an expected life of3 years. During the three and six months ended June 30, 2025 and 2024 the Company recorded $0 and $0 and $10,822 and $21,643 of expenses associated with the vesting of these stock options. As of June 30, 2025 the options were fully vested.

On March 1, 2024, the Company issued to several employees options to purchase a total of 99,000 shares of common stock at an exercise price of $0.22. The options vest over a period of 12 months and have a term of 5 years. The options were fair valued at $44,306 using a Black-Scholes pricing model with the following assumptions: dividend yield of 0%, annual volatility of 350%, risk free interest rate of 4.94%, an expected life of 4 years. During the three and six months ended June 30, 2025 and 2024 the Company recorded $2,759 and $2,759 and $4,931 and $6,557of expenses associated with the vesting of these stock options. As of June 30, 2025 the options were fully vested.

The Company also had option grants from prior periods that were fully vested as of December 31, 2024. Accordingly, no expense was recognized for these awards during the three and six months ended June 30, 2025. For comparison purposes, the Company recognized $1,115 and $6,489 of expense related to these awards during the three and six months ended June 30, 2024, respectively.”

The following table summarizes the option activities during the six months ended June 30, 2025:

	Number of Options			Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Life
Outstanding at December 31, 2024		1,565,342		$	2.67		6.61 years
Granted		-		$	-		-
Canceled or expired		(22,500	)	$	.22
Exercised		-			-
Outstanding at June 30, 2025		1,542,842		$	1.84		5.55 years
Exercisable at June 30, 2025		1,542,842		$	1.84		5.55 years
Intrinsic value at June 30, 2025				$	-

The future expense as of June 30, 2025 is $0.

Bespoke Extracts, Inc. 10-Q