NOTE 13 — STOCKHOLDERS’ DEFICIT

Common Stock

During the year ended December 31, 2020, the Company issued an aggregate of 10,354,560 shares of its common stock, having a fair value of $51,914, in settlement of outstanding accounts payable. In connection with the issuances, the Company incurred a $3,586 net gain on settlement.

During the year ended December 31, 2020, the Company issued 3,481,467 shares of its common stock, having a fair value of $21,744, in lieu of payment in cash of accrued and unpaid interest of $18,340, resulting in a loss on settlement of $3,404.

During the year ended December 31, 2020, the Company issued an aggregate of 4,000,000 shares of its common stock, having a fair value of $16,000, for services.

During the year ended December 31, 2021, the Company issued an aggregate of 6,642,197 shares of its common stock, having a fair value of $231,742, in settlement of outstanding accounts payable. In connection with the issuances, the Company incurred a $151,742 net loss on settlement.

During the year ended December 31, 2021, the Company issued 930,916 shares of its common stock, having a fair value of $19,800, in lieu of payment in cash of accrued and unpaid interest of $18,340, resulting in a net loss on settlement of $1,459.

During the year ended December 31, 2021, the Company issued an aggregate of 4,000,000 shares of its common stock, having a fair value of $128,000, for services rendered.

During the year ended December 31, 2021, convertible notes with an aggregate face value of $375,000 and accrued interest of $586 were converted into an aggregate of 28,891,144 shares of the Company’s common stock (See Note 9 and 10).

On September 10, 2021, the Company filing of an Offering Circular on Form 1-A, pursuant to Regulation A (File Number: 024-11617) was qualified by the Securities and Exchange Commission. The Company registered 250,000,000 shares of common stock for maximum proceeds of $2,500,000 (before deducting the maximum broker discount and costs of the offering). During the year ended December 31, 2021, the Company issued 27,500,000 shares of common stock to investors for cash proceeds of $275,000, net of fees and commission, pursuant to the Offering Circular.

Stock Options

On April 1, 2013, the Board of Directors approved, subject to subsequently received stockholder approval, the establishment of the Bioheart 2013 Omnibus Equity Compensation Plan, or the “2013 Omnibus Plan” (replacing the 1999 Officers and Employees Stock Option Plan, or the Employee Plan, and the 1999 Directors and Consultants Stock Option Plan). The 2013 Omnibus Plan initially reserved up to fifty thousand (50,000) shares of common stock for issuance. On August 4, 2014, the Board of Directors approved to set the reserve to one hundred thousand (100,000) shares of common stock for issuance and to close the 1999 Officers and Employees Stock Option Plan. On February 2, 2015, at the annual meeting of stockholders, the 2013 Omnibus Equity Compensation Plan was approved.

On November 2, 2015, the Company increased the shares reserved under the 2013 Omnibus Plan to five hundred million (500,000,000) shares of common stock for issuance. Effective September 16, 2016, the Company approved an additional twenty five million (25,000,000) shares of common stock to the reserve; effective April 21, 2017, the Company approved an additional twenty five million (25,000,000) shares of common stock to the reserve; effective August 7, 2017, the Company approved an additional thirty million (30,000,000) shares of common stock to the reserve; and effective May 7, 2018, the Company approved an additional one hundred million (100,000,000) shares of common stock to reserve.

A summary of the stock option activity for the year ended December 31, 2021 and 2020 is as follows:

The aggregate intrinsic value of outstanding stock options was $36,686, based on options with an exercise price less than the Company’s stock price of $0.0060 as of December 31, 2021, which would have been received by the option holders had those option holders exercised their options as of that date.

The fair value of all options that vested during the years ended December 31, 2021 and 2020 was $428,556 and $685,939, respectively. As of December 31, 2021, the Company had $157,289 of total unrecognized compensation cost related to non-vested awards granted under the 2013 Omnibus Plan, which the Company expects to recognize over a weighted average period of 0.55 years.

Warrants

A summary of the warrant activity for the year ended December 31, 2021 and 2020 is as follows:

The aggregate intrinsic value of the issued and exercisable warrants of $-0- represents the total pretax intrinsic value, based on warrants with an exercise price less than the Company’s stock price of $0.0060 as of December 31, 2021, which would have been received by the warrant holders had those warrants holders exercised their warrants as of that date.