STOCKHOLDERS' EQUITY | Preferred Stock We are authorized to issue 35,000,000 shares of noncumulative, non-voting, nonconvertible preferred stock, $0.001 par value per share. At December 31, 2015 and 2014, no shares of preferred stock were outstanding. We recognized compensation costs related to the issuance of common stock for services in 2015 and 2014. We issued 587,925 and 1,500,000 shares in 2015 and 2014, respectively, at fair value of $69,058 and $405,000. Common Stock We are authorized to issue 650,000,000 shares of common stock, $0.001 par value per share. At December 31, 2015 and 2014, 530,806,571 and 108,291,855 shares were issued, outstanding, or vested but unissued under stock compensation plans, respectively Common Stock Warrant We have issued warrants, which are fully vested and available for exercise, as follows: Class of Warrant Issued in connection with or for Number Outstanding Exercise Price Date of Issue Date Vest Date of Expiration 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 We recognized compensation costs of $604,168 related to the amortization of the fair value of the warrants in the year ended December 31, 2014. At December 31, 2014 the fair value of warrants had been fully amortized. All warrants are exercisable at any time through the date of expiration. All agreements provides 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 following is a summary of outstanding and exercisable warrants at December 31, 2015: Outstanding Exercisable Range of Exercise Prices Weighted Average Number Outstanding at 12/31/15 Outstanding Remaining Contractual Life (in yrs.) Weighted Average Exercise Price Number Exercisable at 12/31/15 Weighted Average Exercise Price $ 0.15 1,000,000 2.3 $ 0.15 1,000,000 $ 0.15 $ 0.50 500,000 2.5 $ 0.50 500,000 $ 0.50 $ 1.00 1,000,000 .8 $ 1.00 1,000,000 $ 1.00 $ 0.56 2,500,000 1.90 $ 0.37 2,500,000 $ 0.56 The intrinsic value of warrants outstanding at December 31, 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 following valuation amounts: Warrant Fair Value Dividend Yield Volatility Contractual Lives (Yrs.) Risk-Free Rate 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 years ended December 31, 2015 and 2014 is comprised as follows: 2015 2014 Fair value expense of stock option grants $ 314,143 $ 3,536,557 Fair value expense of restricted stock unit grants 51,520 785,452 Fair value expense of restricted stock grants 422,352 2,762,559 $ 788,015 $ 7,084,566 Awards Issued Under Stock Incentive Plans Stock Option Activity At December 31, 2015, we have outstanding 15,100,000 stock options - 13,116,668 of which are fully-vested stock options that were granted to directors, officers and consultants and 1,983,332 of which are unvested stock options that were granted to directors, employees and consultants. The outstanding stock options are exercisable at prices ranging from $0.006 to $0.64 and expire between February 2024 and December 2025. Issuances of Stock Options Stock Option Activity We granted 5,840,000 options to directors and employees during the year ended December 31, 2014 resulting in stock-based compensation expense of $3,527,620 for the year ended December 31, 2014. The options are exercisable at prices ranging from $0.11 to $0.64 and expire in between February 2024 and September 2024. A Summary of the stock option activity for our stock options plans for 2014 is as follows: On February 4, 2014 we granted 500,000 options exercisable $0.64 per share, to each of Arthur F. Noteman and Stephanie C. Sullivan, directors. The options vested on August 4, 2014, are eercisable through February 4, 2024, and had an aggregate grant date fair value of $320,000 each. On March 5, 2014, we granted 3,000,000 options to Richard J. Sullivan, and 1,500,000 options to David A. Loppert, exercisable $0.64 per share. The options vested on September 5, 2014, are exercisable through March 5, 2024, and had a aggregrate grant date fair value of $1,920,000 and $960,000, respectively. On September 14, 2014, we granted 340,000 options to employees of NACSV exercisable $0.11 per share and had an aggregate grant date fair value of $39,400. None of the options vested and all were forfeited on January 31, 2015. Effective as of April 10, 2015, David A. Loppert retired as our CFO and as an officer of the Company and we appointed Jerome J. Gomolski as our 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 our 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, expire on April 1, 2025 and had an aggregate grant date fair value of $50,000. 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. The options had an aggregate grant date fair value of $30,000 each. On April 20, 2015 we granted options to acquire 500,000 shares of our common stock exercisable at $0.14 per share to each of William J. Delgado, executive officer and director, and Arthur F. Noterman and Stephanie C. Sullivan, directors. The options vest one-third on each of October 1, 2015, April 1, 2016 and October 1, 2016, are exercisable through March 31, 2025, and had an aggregate grant date fair value of $70,000 each. 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, expire ten years from the date of grant and had an aggregate grant date fair value of $24,000. On November 30, 2015, we granted to each of our executive officers, Jerome J. Gomolski and Gary A. Gray, and to an employee options to acquire 1,000,000 shares of our common stock exercisable at $0.006 per share. The options vested on the date of grant and expire on November 30, 2025 and had an aggregate grant date fair value of $50,000 each. On December 9, 2015, we granted to Vox Equity Partners LLC options to acquire 4,000,000 shares of our common stock exercisable at $0.006 per share. The 4,000,000 options vested on the date of grant, expire on December 8, 2025 and had a grant date fair value of $24,000. Richard J. Sullivan is a co-founder of Vox Equity. On December 15, 2015, we granted to each of William J. Delgado, executive officer and director, and Arthur F. Noterman and Stephanie C. Sullivan, directors options to acquire 750,000 shares of our common stock exercisable at $0.008 per share. The options vested on the date of grant and expire on December 14, 2025. The options had an aggregate grant date fair value of $6,000 each. A summary of the stock option activity for our stock options plans for year ended December 31, 2015 is as follows: Number of Options Weighted Average Exercise Price per Share Average Remaining Terms in Years Aggregate Intrinsic Value at Date of Grant Outstanding December 31, 2014 4,840,000 $ 0.63 9.2 - Options granted 12,150,000 0.11 9.8 - Options exercised - - Options forfeited (1,890,000 ) (0.62 ) (9.1 ) - Outstanding December 31, 2015 15,100,000 0.55 9.5 - Exercisable at December 31 2015 13,116,668 $ 0.6 9.5 - 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 year ended December 31, 2015 was estimated using the BSM pricing model with the following weighted-average inputs: risk free interest rate of 1.5%; expected term of 5.08 years: volatility of 352.5% and dividend rate of 0%. The weighted average values of the assumptions used to value the options granted in the year ended December 31, 2014 were as follows: risk-free interest rates of 1.83%; expected term of 10 years; expected volatility of 684.6% and expected dividend yield of 0%. 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. During the years ended December 31, 2015 and 2014, we recorded stock-based compensation cost related to the outstanding stock options of $308,143 and $3,558,733, respectively. At December 31, 2015, the unamortized value of the outstanding stock options was $91,847. The intrinsic value of options outstanding at December 31, 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 year ended December 31, 2015, 390,000 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, 12 million 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 will vest in respect of each fiscal year of GDSI International from 2015 through 2017 if the company has achieved at least 90% of the total revenue 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 4,000,000 times the applicable percentage shown below; provided that, On October 10, 2014 we granted an employee 1 million 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 December 31, 2015 and changes during the year then ended is presented below: Number Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Nonvested at December 31, 2014 - - - Issued 13,000,000 $ 0.28 $ 0.00 Vested - - - Forfeited (12,000,000 ) (0.30 ) - Nonvested at December 31, 2015 1,000,000 $ (0.10 ) $ 0.00 We recorded stock-based compensation expense related to these RSU’s of $51,747 and $1,112,934 for the years ended December 31, 2015 and 2014, respectively. As of December 31, 2015, there was $35,317 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. The aggregate intrinsic value of nonvested RSU’s was $0 at December 31, 2015. Restricted Stock Grants On March 7, 2015, we granted 1,000,000 restricted shares of our common stock to Gary A. Gray, our Executive Vice President. The restricted stock vested on May 30, 2015 and had a grant date fair value of $40,000. On March 7, 2015, we granted 500,000 restricted shares of our common stock to an employee. The restricted stock vested on May 30, 2015 and had a grant date fair value of $20,000. 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 $0.17 to $0.364 per share which vest over a period of 12 – 24 months, subject to remaining and 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, as follows: December 31, 2015 Name Date of Grant Number of Shares Vest from Vest To Vested Unvested Forfeited Edwin J. Wang 4/17/13 1,250,000 4/30/13 3/31/14 1,250,000 - - 4/17/13 1,250,000 2/28/14 1/31/15 1,250,000 - - 2/4/14 1,500,000 2/4/14 1/31/15 1,500,000 - - Jennifer S. Carroll 4/17/13 1,250,000 4/30/13 3/31/14 1,250,000 - - 4/17/13 1,250,000 2/28/14 1/31/15 1,250,000 - - Mathew Kelley 4/17/13 1,250,000 4/30/13 3/31/14 1,250,000 - - 4/17/13 1,250,000 2/28/14 1/31/15 1,250,000 - - Scott Brown (1) 9/9/13 1,500,000 9/1/13 8/31/14 - - 1,500,000 Richard J. Feldman 4/30/14 500,000 4/30/14 3/30/15 500,000 - - 500,000 4/30/15 3/30/16 375,000 125,000 Thomas W. Janes (2) 5/7/14 500,000 5/7/14 4/30/14 - - 500,000 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 13,500,000 11,375,000 125,000 2,000,000 (1) Mr. Brown resigned from the advisory board in June 2014. Since he had not been an advisor for the minimum period, the shares had not vested, were forfeited, returned to treasury and cancelled. (2) Forfeited in September 2014 upon termination as an advisor. A summary of restricted stock grants outstanding as of December 31, 2014 and 2015, and the changes during the twelve months then ended is presented below: Number Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Nonvested at December 31, 2013 4,965,774 - 0 Granted 6,750,000 $ 0.33 Vested (8,653,274 ) Forfeited (2,000,000 ) Nonvested at December 31, 2014 1,062,500 0.45 $ 0 Granted 1,625,000 $ 0.04 Vested (2,562,500 ) (0.44 ) Forfeited - - - Nonvested at December 31, 2015 125,000 $ 0.46 $ 0 We recorded stock-based compensation expense related to these restricted stock grants of $419,789 and $3,047,012 for the years ended December 31, 2015 and 2014, respectively. As of December 31, 2015 there was $57,497 of total unrecognized stock-based compensation expense related to a nonvested restricted stock grant that will be recognized through March 2016. The aggregate intrinsic value of the nonvested restricted stock grant was $0 at December 31, 2015. |