STOCKHOLDERS' DEFICIT | Common Stock On January 5, 2015, the board of directors and majority stockholder of our company approved a Certificate of Amendment to our Certificate of Incorporation to: · change our companys name from "IceWEB, Inc." to UnifiedOnline, Inc.; · increase the number of authorized shares of our common stock from 5,000,000,000 to 6,000,000,000 shares; and · effect a reverse stock split of our outstanding common stock on the basis of one for four hundred (1:400). Accordingly, we have adjusted all issued and outstanding warrants and employee stock options to reflect the reverse stock split. Additionally, we have retroactively adjusted all share and per share data for all periods presented. Three months ended September 30, 2015 Transactions In July, 2015, the Company issued 431,333 shares of common stock, at the original conversion terms, at a per share price of $0.0075 valued at $3,235 as a partial conversion of principal due under a convertible note. Preferred Stock Our authorized capital includes 10,000,000 shares of blank check preferred stock, par value $0.001 per share. Our Board of Directors, without further stockholder approval, may issue our preferred stock in one or more series from time to time and fix or alter the designations, relative rights, priorities, preferences, qualifications, limitations and restrictions of the shares of each series. In March 2005, our Board of Directors authorized a series of 1,666,667 shares of blank check preferred stock be designated as Series A Convertible Preferred Stock and on April 1, 2005 we filed a Certificate of Designations of Preferences, Rights and Limitations of Series A Convertible Preferred Stock with the Secretary of State of Delaware. In September 2005, our Board of Directors authorized a series of 833,334 shares of blank check preferred stock be designated as Series B Convertible Preferred Stock and on September 28, 2005, we filed a Certificate of Designations of Preferences, Rights and Limitations of Series B Preferred with the Secretary of State of Delaware. On December 29, 2005, we filed an Amended and Restated Certificate of Designations of Preferences, Rights and Limitations of Series B Convertible Preferred Stock increasing the number of shares authorized under this series to 1,833,334 shares. A) Series B Convertible Preferred Stock The designations, rights and preferences of the Series B Convertible Preferred Stock provide: · No dividends are payable on the Series B Convertible Preferred Stock. So long as these shares are outstanding, we cannot pay dividends on our common stock nor can it redeem any shares of its common stock, the shares of Series B Convertible Preferred Stock do not have any voting rights, except as may be provided under Delaware law, · So long as the shares are outstanding, we cannot change the designations of the Series B Convertible Preferred Stock, create a class of securities that in the instance of payment of dividends or distribution of assets upon our liquidation ranks senior to or pari passu with the Series B Convertible Preferred Stock or increase the number of authorized shares of Series B Convertible Preferred Stock, · Each share of Series B Convertible Preferred Stock is convertible at the option of the holder into one share of our common stock based upon an initial conversion value of $0.2727 per share. The conversion ratio is subject to adjustment in the event of stock dividends, stock splits or reclassification of our common stock. No conversion of the Series B Convertible Preferred Stock may occur if a conversion would result in the holder, and any of its affiliates beneficially owning more than 4.9% of our outstanding common shares following such conversion. This provision may be waived or amended only with the consent of the holders of all of the Series B Convertible Preferred Stock and the consent of the holders of a majority of our outstanding shares of common stock who are not affiliates, and · the shares of Series B Convertible Preferred Stock automatically convert into shares of our common stock in the event of change of control of the Company. · At September 30, 2015, there were 626,667 shares of Series B Convertible Preferred Stock outstanding. Common Stock Warrants The Company has issued and outstanding Series N warrants for 205,805,872 common shares, as adjusted, with a current exercise price of $0.0075, as adjusted, which have price protection provisions that allow for the reduction in the current exercise price upon the occurrence of certain events, including the Companys issuance of common stock or securities convertible into or exercisable for common stock, such as options and warrants, at a price per share less than the exercise price then in effect. Simultaneously with any reduction to the exercise price of the Series N warrants, the number of shares of common stock that may be purchased upon exercise of each of these warrants shall be increased proportionately, so that after such adjustment the aggregate exercise price payable for the adjusted number of warrants shall be the same as the aggregate exercise price in effect immediately prior to such adjustment. The Series N warrants expire September 30, 2016. The Companys issuance of the following securities will not trigger the price protection provisions of the warrants described above: (a) shares of common stock or standard options to the Companys directors, officers, employees or consultants pursuant to a board-approved equity compensation program or other contract or arrangement; (b) shares of common stock issued upon the conversion or exercise of any security, right or other instrument convertible or exchangeable into common stock (or securities exchangeable into common stock) issued prior to November 23, 2011; and (c) shares of common stock and warrants in connection with strategic alliances, acquisitions, mergers, and strategic partnerships, the primary purpose of which is not to raise capital, and which are approved in good faith by the Companys board of directors. The Company has issued and outstanding Series O and Series Q warrants for 76,222 common shares, as adjusted, with a current exercise price of $11.20, as adjusted, expiring November 23, 2016. The Company has issued and outstanding Series R warrants for 37,004 common shares, as adjusted, with a current exercise price of $60.00, as adjusted, expiring June 30, 2017. In conjunction with our acquisition of Computers & Telecom, Inc. and subsidiary in October, 2013, we issued a warrant to Agility Ventures, LLC covering a total of 9,187 common shares, as adjusted, with a term of two years and a conversion price of $22.00 per share, as adjusted which expired September 30, 2015. A summary of the status of the Companys outstanding common stock warrants as of September 30, 2015 and changes during the three month period ending on that date is as follows: Number of Weighted Average Warrants Exercise Price Balance at June 30, 2015 64,436,748 $ 0.0748 Granted (due to ratchet provisions) 141,491,537 0.0075 Exercised - - Forfeited (9,187 ) - Balance at September 30, 2015 205,919,098 $ 0.0224 The ratchet provision was triggered by the issuance of shares at a lesser price, as a result of conversion of convertible debt. The following table summarizes information about common stock warrants outstanding at September 30, 2015: Warrants Outstanding Warrants Exercisable Number Outstanding at Weighted Average Weighted Average Number Exercisable at Weighted Average September 30, 2015 Remaining Life Exercise Price September 30, 2015 Exercise Price 205,805,872 1.0 Years $ 0.0075 205,805,872 $ 0.0075 76,222 1.15 Years $ 11.2000 76,222 $ 11.2000 37,004 1.75 Years $ 60.0000 37,004 $ 60.0000 205,919,098 1.75 Years $ 0.0224 205,919,098 $ 0.0224 |