STOCKHOLDERS’ EQUITY (DEFICIT)

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

STOCKHOLDERS’ EQUITY (DEFICIT)

NOTE 13: STOCKHOLDERS’ EQUITY (DEFICIT)

Series A Convertible Preferred Stock

As of March 31, 2023 and December 31, 2022, there are no Series A Convertible Preferred shares issued and outstanding.

Each outstanding share of Series A Convertible Preferred Stock is convertible into the number of shares of the Company’s common stock (the “Common Stock”) determined by dividing the Stated Value by the Conversion Price as defined below, at the option of any Series A Convertible Preferred Stock shareholder in whole or in part, at any time commencing no earlier than six (6) months after the issuance date; provided that any conversion under this section must be made during the ten (10) day period immediately following the date on which the corporation files with the Securities and Exchange Commission any periodic report on form 10-Q, 10-K or the equivalent form; provided further that, any conversion under this Section IV: (a) shall be for a minimum Stated Value of $500 of Series A Convertible Preferred Stock.

The Conversion Price for each share of Series A Convertible Preferred Stock in effect on any Conversion Date shall be (i) eighty five percent (85%) of the average closing bid price of the Common Stock over the twenty (20) trading days immediately preceding the date of conversion, (ii) but no less than par value of the Common Stock. For purposes of determining the closing bid price on any day, reference shall be to the closing bid price for a share of Common Stock on such date on the OTC Markets, as reported on Bloomberg, L.P. (or similar organization or agency succeeding to its functions of reporting prices) (the “Per Share Market Value”).

Series B Convertible Preferred Stock

As of March 31, 2023 and December 31, 2022, there were 1,470,135 and 220,135 shares of Series B Preferred Stock issued and outstanding, respectively.

Each outstanding share of Series B Convertible Preferred Stock is convertible into the 100 shares of the Company’s common stock at any time commencing after the issuance date. Series B Convertible Stock has no voting rights. Upon any liquidation, dissolution, or winding-up of the Corporation, whether voluntary or involuntary (a “Liquidation”), the Series B Holders shall be entitled to receive out of the assets of the Corporation, whether capital or surplus, the same amount that a holder of Common Stock would receive if the Series B Preferred were fully converted. Except for stock dividends or distributions for, Series B Holders are entitled to receive, and the Company shall pay, dividends on shares of Series B Preferred equal (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as, and if such dividends are paid on shares of the Common Stock. No other dividends shall be paid on shares of Series B Preferred.

On December 30, 2022, the Company exchanged outstanding debt securities of the Company with unpaid principal and interest in the amount of $5,786,474 for 13,002,729 shares of its common stock and 220,135 shares of its Series B Preferred stock.

On January 5, 2023, pursuant to an asset purchase agreement, dated December 30, 2022, we completed the acquisition of Recoup Technologies, Inc., and its digester business assets (“Recoup” or the “Digester business”), from Renovare Environmental, Inc (“REI”), BioHiTech America, LLC (“BHT” and together with REI, the “Renovare Sellers”). The consideration for the Recoup acquisiton included the issuance of 1,250,000 shares of its Series B Preferred Stock valued at $12,688,256.

Common Stock

As of March 31, 2023, and December 31, 2022, the Company has 33,939,965 and 18,103,039 shares issued and outstanding, respectively. On April 12, 2018, the Company amended its Articles of Incorporation to forward split all outstanding shares of common stock such that all issued and outstanding shares of Common Stock shall be automatically combined and reclassified such that each share of Pre-Forward Split Stock shall be combined and reclassified into four shares of Common Stock. The number of shares for all periods presented has been retroactively restated to reflect the forward split.

During the year ended December 31, 2022, there was 3,000 shares offered as commitment shares as additional consideration for the purchase of a convertible note.

On December 30, 2022, the Company exchanged outstanding debt securities of the Company with unpaid principal and interest in the amount of $5,786,474 for 13,002,729 shares of its common stock and 220,135 shares of its Series B Preferred stock.

Between October 1, 2022 and December 31, 2022, 394,219 options were exercised into 394,219 shares of the Company’s common stock for no consideration. Upon issuance, the remaining $50,004 of stock-based compensation was expensed.

On December 1, 2022, the Company issued 168,750 shares of its common stock in exchange for vested restricted stock awards valued at $393,703.

During the three months ended December 31, 2022, the Company issued 48,803 shares of its common stock in exchange for warrants for no consideration.

During the three months ended June 30, 2022, 179,506 shares were issued in the exercise of warrants for $143 (which is included in subscription receivable as the cash was received in July 2022), and 133,024 shares issued for the second tranche of shares for the Rohuma purchase valued at $851,353 which was included in contingent consideration.

During the three months ended March 31, 2022, the Company did not issue any shares, however, 1,370 shares were added as a fractional adjustment when the reverse stock split occurred.

On January 5, 2023, pursuant to an asset purchase agreement, dated December 30, 2022, we completed the acquisition of Recoup Technologies, Inc., and its digester business assets (“Recoup” or the “Digester business”), from Renovare Environmental, Inc (“REI”), BioHiTech America, LLC (“BHT” and together with REI, the “Renovare Sellers”). The consideration for the Recoup acquisiton included the issuance of 15,686,926 shares of Common Stock valued at $1,592,318.

Common Stock Warrants

The following schedule summarizes the changes in the Company’s common stock warrants:

					Weighted				Weighted
	Warrants Outstanding				Average				Average
	Number		Exercise		Remaining		Aggregate		Exercise
	Of		Price		Contractual		Intrinsic		Price
	Shares		Per Share		Life		Value		Per Share
Balance at December 31, 2022		121,547	$	0.008 - 16.00		1.37 years	$	273	$	8.31
Warrants granted		-	$	-		-	$		$
Warrants exercised		-	$	-		-	$		$
Warrants expired/cancelled		-	$	-		-	$		$
Balance at March 31, 2023		121,547	$	0.008 - 16.00		8.31 years	$	60,706	$	1.12
Exercisable at March 31, 2023		119,721	$	0.008 - 16.00		years	$	58,438	$	1.13
Balance at December 31, 2021		437,691	$	0.008 - 16.00		2.69 years	$	1,185,798	$	5.36
Warrants granted		-	$	-		-			$
Warrants exercised/exchanged		-	$	-		-			$
Warrants expired/cancelled		-	$	-		-			$
Balance at March 31, 2022		437,691	$	0.008 - 16.00		2.49 years	$	1,151,551	$	5.38
Exercisable at March 31, 2022		412,050	$	0.008 - 16.00		2.49 years	$	1,022,268	$	5.71

Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each option/warrant is estimated using the Black-Scholes valuation model. The following assumptions were used for the three months ended March 31, 2023 and year ended December 31, 2022:

	Three Months Ended March 31, 2023		Year Ended December 31, 2022
Risk free interest rate	2.00 – 25.00	%	-	%
Expected term	0.87 – 3.55 years		-
Expected volatility	169.91% - 268.79	%	-	%
Expected dividend yield	0.00 – 0.00	%	-	%

In June 2022, there were 44,554 warrants exercised for $143. In addition, in June 2022, 12,500 warrants that had previously been granted to a consultant were cancelled.

In December 2022, there were 134,952 warrants exercised for $0. In addition, in December 2022, 124,138 warrants that had previously been granted to a consultant were cancelled.