Stockholders' Equity and Stock Based Compensation | Note 9 – Stockholders’ Equity and Stock Based Compensation Preferred Stock We are authorized to issue 35,000,000 shares of preferred stock, $0.001 par value per share, at September 30, 2015. At September 30, 2015 and December 31, 2014, no shares of preferred stock were outstanding. Common Stock Effective May 18, 2015, we increased the number of authorized shares of our common stock from 450,000,000 to 650,000,000 shares. At September 30, 2015, of the 650,000,000 authorized shares of our common stock, 286,852,244 were issued and outstanding. OTCQB Compliance Pursuant to a letter dated September 28, 2015 from the OTC Markets, the Company was advised that its bid price had closed below $0.01 for more than 30 consecutive calendar days and, therefore, no longer meets the Standards for Continued Eligibility for the OTCQB marketplace as per the OTCQB Standards, section 2.3(2). Pursuant to these OTCQB Standards, the company has been granted a period of 180 calendar days in which to regain compliance with Section 2.3(2). This grace period expires March 26, 2016 and at that time if the Company’s bid price has not closed at or above $0.01 for any ten consecutive trading days then the Company’s common stock will be removed from the OTCQB. Common Stock Issued for Services During the nine-month period ended September 30, 2015, we granted 1,500,000 restricted shares of our common stock valued at $60,000 to two advisors. These restricted shares vested over an 85 day period and were fully vested at September 30, 2015. During the nine months ended September 30, 2015, 812,500 shares of restricted common stock granted during the year ended December 31, 2014, vested and the Company recorded $302,288 for advisory services, representing the value of the shares vested. During the nine months ended September 30, 2015, we recorded $38,808 of advisory services expense related to 1 million restricted stock units granted during the year ended December 31, 2014, and vesting over a three-year period commencing on January 1, 2015. In addition, 250,000 restricted common shares granted during the year ended December 31, 2014, vested and the Company recorded $75,000 as investor relations fees. During the nine months ended September 30, 2015, the Company issued 362,926 shares of restricted common stock for services related to debt financing and recorded $21,558 as debt issue fees and the Company vested 75,000 shares of restricted common stock for legal fees valued at $7,498. Common Stock Issued for Debt Conversions During the nine-month period ended September 30, 2015, the Company issued 175,559,966 shares of its common stock upon conversion of $349,497 of principal and accrued interest under the terms of convertible notes payable. At September 30, 2015, the shares issuable under the remaining principal and accrued interest associated with these notes payable, if they had been fully converted on that date (excluding two of the notes payable, which were repaid in cash on October 1, 2015 as more fully discussed in Note 16 - Subsequent Events – Notes Payable . Common Stock Warrants We have issued warrants, which are fully vested and available for exercise, as follows: Class of Issued in connection with or for Number Exercise Date of Date Vest Date of Expiration A-1 Debt 1,750,000 $ 0.10 December 2012 December 2013 December 2015 A-2 Services 1,000,000 $ 0.15 May 2013 May 2014 May 2018 A-3 Services 500,000 $ 0.50 June 2013 June 2014 June 2018 A-4 Services 1,000,000 $ 1.00 October 2013 October 2013 October 2016 Total 4,250,000 As of December 31, 2014 the fair value of warrants had been fully amortized. All such warrants are exercisable at any time through the date of expiration. All related agreements provide for the number of shares to be adjusted in the event of a stock split, a reverse stock split, a share exchange or other conversion or exchange event in which case the number of warrants and the exercise price of the warrants shall be adjusted on a proportional basis. The intrinsic value of warrants outstanding at September 30, 2015 was $0. Aggregate intrinsic value represents the value of the Company’s closing stock price on the last trading day of the fiscal period in excess of the exercise price of the warrant multiplied by the number of warrants outstanding or exercisable. We determined the value of warrants issued using the BSM valuation model as follows: Warrant Fair Value Dividend Yield Volatility Contractual Lives (Yrs.) Risk-Free Rate A-1 $ 210,000 0.00 % 593.00 % 2.0 1.58 % A-2 $ 300,000 0.00 % 593.00 % 5.0 0.84 % A-3 $ 250,000 0.00 % 598.12 % 5.0 1.20 % A-4 $ 800,000 0.00 % 647.97 % 3.0 0.64 % The expected life represents an estimate of the weighted average period of time that options are expected to remain outstanding given consideration to vesting schedules and the Company’s historical exercise patterns. Expected volatility is estimated based on the historical volatility of the Company’s common stock. The risk free interest rate is estimated based on the U.S. Federal Reserve’s historical data for the maturity of nominal treasury instruments that corresponds to the expected term of the option. The expected dividend yield is 0% based on the fact that we have never paid dividends and have no present intention to pay dividends. Stock Incentive Plans 2014 Global Digital Solutions Equity Incentive Plan On May 9, 2014 our shareholders approved the 2014 Global Digital Solutions Equity Incentive Plan (“Plan”) and reserved 20,000,000 shares of our common stock for issuance pursuant to awards thereunder, including options, stock appreciation right, restricted stock, restricted stock units, performance awards, dividend equivalents, or other stock-based awards. The Plan is intended as an incentive to retain in the employ of the Company our directors, officers, employees, consultants and advisors, and to attract new officers, employees, directors, consultants and advisors whose services are considered valuable, to encourage the sense of proprietorship and to stimulate the active interest of such persons in the development and financial success of the Company and its subsidiaries. In accordance with the ACS 718, Compensation – Stock Compensation Stock-based compensation expense for the three and nine months ended September 30, 2015 and 2014 is comprised of the following: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Fair value expense of stock option grants $ 101,445 $ 1,068,575 $ 201,668 $ 3,521,905 Fair value expense of restricted stock unit grants 12,936 549,999 38,808 549,999 Fair value expense of restricted stock grants 57,501 519,372 362,288 2,587,951 $ 171,882 $ 2,137,946 $ 602,764 $ 6,659,855 Awards Issued Under Stock Incentive Plans Stock Option Activity As of September 30, 2015, we have outstanding 4,000,000 fully-vested stock options that were granted to a director and officer. These options were fully vested as of December 31, 2014. In addition, we have unvested stock options that were granted to directors, employees and constants during the nine month ended September 30, 2015. The outstanding stock options are exercisable at prices ranging from $0.08 to $0.64 and expire between February 2024 and May 2025. Issuances of Stock Options Effective as of April 10, 2015, David A. Loppert retired as CFO and as an officer of the Company and the Company appointed Jerome J. Gomolski as its CFO. In connection with his appointment as our CFO, on April 1, 2015, Mr. Gomolski was granted stock options to acquire 500,000 shares of the Company’s common stock pursuant to the Plan. The options have an exercise price of $0.10 per share, vest one-third on each of October, 1 2015, April 1, 2016 and October 1, 2016 and expire on March 31, 2025. In addition to the stock options granted to Mr. Gomolski, our CFO, discussed above, subsequent to March 31, 2015, we have granted stock options under the Plan to consultants, members of our board of directors and employees. On April 1, 2015, we granted stock options to acquire 300,000 shares of our common stock to each of two consultants. The options have an exercise price of $0.10 per share, vest one-third on each of October 1, 2015, April 1, 2016 and October 1, 2016 and expire on March 31, 2025. On April 20, 2015, we granted stock options to acquire 500,000 shares of our common stock to each of three board members. The options have an exercise price of $0.14 per share, vest one-third on each of October 1, 2015, April 1, 2016 and October 1, 2016 and expire on March 31, 2025. Additionally, on May 8, 2015, we granted stock options to acquire an aggregate of 300,000 shares of our common stock to four employees. The options have an exercise price of $0.08 per share, vested ratably over a three-year period and expire ten years from the date of grant. A summary of the stock option activity for our stock options plans for nine months ended September 30, 2015 is as follows: Weighted Weighted Average Average Aggregate Outstanding at December 31, 2014 5,840,000 $ 0.61 9.3 -- Options granted 2,900,000 0.12 9.8 $ -- Options exercised - -- -- -- Options forfeited (1,840,000 ) (0.54 ) -- -- Outstanding at September 30, 2015 6,900,000 $ 0.42 9.1 $ -- Exercisable at September 30, 2015 4,000,000 $ 0.64 8.7 $ -- We account for our stock-based compensation plans in accordance with ASC 718-10. Under the provisions of ASC 718-10, the fair value of each stock option is estimated on the date of grant using a BSM option-pricing formula, and amortizing that value to expense over the expected performance or service periods using the straight-line attribution method. The fair value of the stock options issued during the nine months ended September 30, 2015 was estimated using the BSM pricing model with the following weighted-average inputs: risk free interest rate – 1.3%; expected life -5.17 years: volatility – 446.6%; dividend rate – 0%. During the three months ended September 30, 2015 and 2014, we recorded stock-based compensation cost related to outstanding stock options of $101,445 and $1,068,575, respectively, and during the nine months ended September 30, 2015 and 2014, we recorded stock-based compensation cost related to the outstanding stock options of $201,668 and $3,521,905, respectively. At September 30, 2015, the unamortized value of the outstanding stock options was $142,331. The intrinsic value of options outstanding at September 30, 2015 was $0. Aggregate intrinsic value represents the value of the Company’s closing stock price on the last trading day of the fiscal period in excess of the exercise price of the option multiplied by the number of options outstanding. During the nine months ended September 30, 2015, 340,000 stock options that had not yet vested were forfeited and 1,500,000 vested stock options granted to Mr. Loppert, our former CFO, were forfeited by their terms. Restricted Stock Units In August 2014 we granted Stephen L. Norris, then Chairman and CEO of our wholly owned subsidiary, GDSI International, restricted stock units (“RSU’s”) convertible into 12 million shares of the Company’s common stock, with a grant date fair market value of $3,600,000 as of July 1, 2014, the effective grant date. The grant was made under our 2014 Equity Incentive Plan. 4,000,000 RSU’s would vest in respect of each fiscal year of GDSI International from 2015 through 2017 if the company has achieved certain revenue targets set forth in the agreement. Effective January 9, 2015, Mr. Norris resigned and forfeited all rights in and to his RSU’s. On October 10, 2014 we granted an employee RSU’s convertible into 1 million shares of the Company’s common stock, with a grant date fair market value of $100,000. The grant was made under our 2014 Equity Incentive Plan. 333,333 RSU’s will vest in respect of each calendar year (commencing January 1 and ending December 31) of the Company from 2015 through 2017 if the company has achieved at least 90% of the total revenue and EBITDA midpoint targets set forth in the agreement. If less than 90% of the target is achieved in respect of any such fiscal year, then the number of RSU’s vesting for that fiscal year shall be 333,333 times the applicable percentage set forth in the agreement; provided that, A summary of RSU’s outstanding as of September 30, 2015 and changes during the nine months then ended is presented below: Number Weighted Average Grant Date Aggregate Intrinsic Nonvested at December 31, 2014 - - - Issued 13,000,000 $ 0.28 $ 0.00 Vested - - - Forfeited (12,000,000 ) - - Nonvested at September 30, 2015 1,000,000 $ 0.28 $ 0.00 On January 9, 2015, as noted above, the recipient of 12 million RSU’s resigned from the Board of Directors and as an officer of the Company, and consequently forfeited his 12 million RSU’s. As of December 31, 2014, after taking into account the forfeited 12 million RSU’s, there was $56,073 of total unrecognized stock-based compensation expense related to 1 million unvested RSU’s that will be recognized on a straight-line basis over the performance periods of the award through December 2017, of which $12,936 and $38,808 was recognized as expense during the three and nine months ended September 30, 2015, respectively. The aggregate intrinsic value of non-vested RSU’s was nil at September 30, 2015. Awards Not Issued Under Stock Incentive Plans Restricted Stock Grants Awarded to Advisors In order to align our senior advisors with the interest of the stakeholders of the Company, the Board of Directors of the Company has granted the advisors restricted stock awards valued at $0.04 to $0.64 per share which vest over a period of 12 – 24 months, subject to remaining an advisor for a minimum of twelve months, and which are forfeited if the advisor is terminated or is no longer an advisor on the anniversary of the advisory award. Restricted stock awards granted or vested during the nine months ended September 30, 2015 are as follows: Date of Number of September 30, 2015 Name Grant Shares Vest from Vest To Vested Unvested Forfeited Edwin J. Wang 4/17/13 104,166 2/28/14 1/31/15 104,166 -- -- 2/4/14 125,000 2/4/14 1/31/15 125,000 -- -- Jennifer S. Carroll 4/17/13 104,167 2/28/14 1/31/15 104,167 -- -- Mathew Kelley 4/17/13 104,167 2/28/14 1/31/15 104,167 -- -- Richard J. Feldman 4/30/14 125,000 4/30/14 3/30/15 125,000 -- -- 500,000 4/1/15 3/31/16 250,000 250,000 -- Gary Gray 3/7/15 1,000,000 3/7/15 5/30/15 1,000,000 -- -- Ross Trevino 3/7/15 500,000 3/7/15 5/30/15 500,000 -- -- 2,562,500 2,312,500 250,000 A summary of restricted stock grants outstanding as of September 30, 2015, and the changes during the nine months then ended is presented below: Number Weighted Average Aggregate Intrinsic Non-vested at December 31, 2014 1,062,500 $ 0.31 $ 0 Granted 1,500,000 $ 0.04 $ 15,000 Vested (2,312,500 ) $ 0.16 $ 15,000 Forfeited -- -- -- Non-vested at September 30, 2015 250,000 $ 0.46 $ 0 We recorded stock-based compensation expense related to restricted stock grants of $57,501 and $519,372 for the three months ended September 30, 2015 and 2014, respectively, and $362,288 and $2,587,951 for the nine months ended September 30, 2015 and 2014, respectively. As of September 30, 2015 there was $114,998 of total unrecognized stock-based compensation expense related to the unvested restricted stock grants that will be recognized through March 2016. The aggregate intrinsic value of non-vested restricted stock grants was nil at September 30, 2015. |