STOCK-BASED COMPENSATION | 9. STOCK-BASED COMPENSATION The Company accounted for its stock based compensation in accordance with the fair value recognition provisions of ASC 718, Compensation Stock Compensation (ASC 718). A. Options The Company issued options to purchase an aggregate of 4,100,000 shares of the Companys common stock in the year ended May 31, 2016, 2,100,000 of which were granted outside of the 2004 Stock Option and Restricted Stock Plan (the 2004 Plan). No options were granted in the year ended May 31, 2015. On April 8, 2014, the Company issued options to its chairman/chief executive officer and two of its key employees to purchase 1,181,250 shares of the Companys common stock at an exercise price of $1.20 per share, the closing price of the Company common stock as quoted on the OTCQB. The options vested immediately and are exercisable for ten years. Stock based compensation related to these options amounted to $968,092 for the year ended May 31, 2014. The options issued were valued using the Black-Scholes option pricing model under the following assumptions: stock price - $1.20; strike price - $1.20; expected volatility - 93.24%; risk-free interest rate - 1.5%; dividend rate - 0%; and expected term 2 - 5 years. The expected life is the number of years that the Company estimates, based upon history, that options will be outstanding prior to exercise or forfeiture. Expected life is determined using the simplified method permitted by Staff Accounting Bulletin No. 107. The Company did not use the volatility rate of its common stock price. Instead, the volatility rate was based on a blended rate of the Companys common stock price as well as the stock prices of companies providing similar services. Compensation based stock option activity for qualified and unqualified stock options are summarized as follows: Weighted Average Shares Exercise Price Outstanding at May 31, 2014 1,247,917 $ 1.53 Granted - - Exercised - - Expired or cancelled (235,417 ) 2.95 Outstanding at May 31, 2015 1,012,500 $ 1.20 Granted 4,100,000 0.94 Exercised - - Expired or cancelled - - Outstanding at May 31, 2016 5,112,500 $ 0.99 The following table summarizes information about options outstanding and exercisable at May 31, 2016: Options Outstanding and Exercisable Weighted- Weighted- Average Average Shares Remaining Life Exercise Number Outstanding In Years Price Exercisable Exercise prices: $ 0.60 2,300,000 5.47 $ 0.60 2,300,000 1.00 700,000 2.38 1.00 700,000 1.20 1,562,500 8.58 1.20 1,562,500 2.00 550,000 6.08 2.00 550,000 5,112,500 6.06 5,112,500 The compensation expense attributed to the issuance of the outstanding options was recognized as they vest. The outstanding stock options are exercisable for ten years from the grant date. The employee stock option plan stock options are exercisable for up to ten years from the grant date and vest over various terms from the grant date to three years. The aggregate intrinsic value totaled $230,000 and was based on the Companys closing stock price of $0.70 as of May 31, 2016, which would have been received by the option holders had all option holders exercised their options as of that date. The weighted average fair value of options granted during the years ended May 31, 2016 and 2015 was $0.74 and $0 per share, respectively. The total fair value of shares vested during the years ended May 31, 2016 and 2015 was $230,000 and $0, respectively. As of May 31, 2016, there was no future compensation cost related to non-vested stock options. On June 25, 2015, the Company issued options under the 2004 Plan to its chairman/chief executive officer and a former director for services rendered to the Companys board of directors in fiscal 2015 to purchase a total of 1,300,000 shares of common stock as follows: 1. Chairman/chief executive officer options to purchase 1,000,000 shares of common stock at $0.60 per share. 2. Former director options to purchase 300,000 shares of common stock at $0.60 per share. The options vested immediately and are exercisable for three years. The options issued were valued using the Black-Scholes option pricing model under the assumptions below. The value of the options totaling $1,622,778 was charged as stock compensation in fiscal 2015. On October 16, 2015, the Company issued options under its 2004 Plan to employees to purchase 700,000 shares of its common stock at $1.00 per share. On April 22, 2016, the Company issued options outside of its 2004 Plan, which vested immediately and are exercisable for ten years, to certain of its key employees, including its chairman/chief executive officer for services rendered to the Company during fiscal 2016 for a total of 1,100,000 shares of its common stock as follows: 1. Chairman/chief executive officer options to purchase 500,000 shares of the Company's common stock at $0.60 per share. 2. Chairman/chief executive officer options to purchase 300,000 shares of the Company's common stock at $1.20 per share. 2. Chairman/chief executive officer options to purchase 300,000 shares of the Company's common stock at $2.00 per share. The assumptions are as follows - stock price - $1.75; strike price - $0.60; expected volatility 91.35%; risk-free interest rate - 0.73%; dividend rate - 0%; and expected term 1.5 years. B. Warrants The issuances of warrants are summarized as follows: Weighted Average Shares Exercise Price Outstanding at May 31, 2014 2,401,043 $ 1.34 Granted 1,536,943 1.63 Exercised - - Expired or cancelled - - Outstanding at May 31, 2015 3,937,986 1.45 Granted 1,288,001 1.78 Exercised - - Expired or cancelled - - Outstanding at May 31, 2016 5,225,987 $ 1.53 The following table summarizes information about warrants outstanding and exercisable at May 31, 2016: Outstanding and exercisable Weighted- Weighted- average Average Shares remaining life Exercise Number Outstanding in years Price Exercisable Range of exercise prices: $ 1.00 283,000 2.47 $ 1.00 283,000 $ 1.20 3,004,656 3.14 1.20 3,004,656 $ 2.00 1,838,331 2.07 2.00 1,838,331 greater than $2.00 100,000 0.47 4.50 100,000 5,225,987 2.67 $ 1.52 5,225,987 The expense attributed to the issuances of the warrants was recognized as they vested/earned. These warrants are exercisable for three years from the grant date. Issuances of warrants to purchase shares of the Company's common stock were as follows: FY 2015 (Year Ended May 31, 2015): Warrants to purchase 622,947 shares of the Company's common stock were issued in exchange for certain past due indebtedness outstanding. Such warrants were determined to have been issued at fair value since such settlements were negotiated by the Company with each debt holder. Warrants to purchase 88,000 shares of the Company's common stock were issued to a consultant for services rendered under a consulting contract. The warrants issued were valued using the Black Scholes option pricing model under the following assumptions: stock price $ 0.46 $ 1.87; strike price $1.20; expected volatility 100.00%; risk free interest rate 1.5%; dividend rate 0% ; and expected term 3 years. The value of the warrants totaling $349,721 was charged as consulting. As discussed in Note 8, in addition to common stock, the Company also issued warrants to purchase 833,330 shares of the Company's common stock under the PPO. FY 2016 (Year Ended May 31, 2016): As discussed in Note 8, in addition to common stock, the Company also issued warrants to purchase 833,334 shares of the Company's common stock under the PPO. In November 2015, a warrant to purchase 250,000 shares of the Company's common stock at $1.00 per share was issued to a vendor as a bonus payment for services rendered in connection with a software development agreement. The warrant issued was valued using the Black Scholes option pricing model under the following assumptions: stock price $ 1.00; strike price $ 1.00; expected volatility 87.54%; risk free interest rate 1.21%; dividend rate 0%; and expected term 3years. The value of the warrant totaling $139,928 was charged as research and development. In November 2015, a warrant to purchase 33,000 shares of the Company's common stock at $1.00 per share was issued to a consultant for services rendered under a consulting contract. The warrant issued was valued using the Black Scholes option pricing model under the following assumptions: stock price $ 1.00; strike price $1.00; expected volatility 87.54%; risk free interest rate 1.21%; dividend rate 0%; and expected term 3years. The value of the warrant totaling $18,471 was charged as consulting. See Note 11. As noted in Note 8n,on April 28, 2016, the Company entered into an asset purchase agreement pursuant to which the Company purchased intangible assets in exchange for 166,667 shares of the Company's common stock and a warrant to purchase 166,667 shares of the Company's common stock at $2.00 per share. The warrant issued was valued using the Black Scholes option pricing model under the following assumptions: stock price $ 0.75; strike price $2.00; expected volatility 293%; risk free interest rate .93%; dividend rate 0%; and expected term 3years. The value of the warrant totaling $124,000 was included in the cost of the intangible which was fully impaired as of May 31, 2016. |