Shareholders' Equity | 13. SHAREHOLDERS’ EQUITY Common Stock The Company had 244,712,280 and 225,540,501 common shares outstanding at December31, 2019 and December 31, 2018, respectively. On August 1, 2017, Mr. Pitzner was appointed to serve on the Company’s Board of Directors, filling a vacancy on the board. The Company has agreed to pay Mr. Pitzner an annual fee of $6,000 and issue Mr. Pitzner 5,000,000 shares of restricted common stock under a consulting agreement expiring in January 2019. During the years ended December 31, 2019 and 2018, the Company issued 3,333,333 and 1,666,667 shares of restricted common stock, respectively with a total fair value of $62,500. In December 2018, Mr. Pitzner was issued 708,287 common shares in payment of accrued director fees through December 31, 2018. The shares were valued at $0.0195 per share, totaling $13,812, the fair value on the date of grant. During the years ended December 31, 2019 and 2018, the Company recorded $31,250 and $31,250 of stock compensation pursuant to this agreement respectively. In August 2019 the agreement was cancelled. In January 2018, the Company issued 2,000,000 shares of common stock to Mr. Allan for his services for serving on its Board of Directors. The grant date fair value of the shares issued was $50,200. Mr. Allan also received 552,742 shares for his services on the Company’s Board of Directors with a grant date fair value of $10,778. Mr. Allen resigned as a director effective March 31, 2019. On January 6, 2018, the Company issued 217,391 units consisting of 869,565 shares of common stock and 217,391 common stock purchase warrants exercisable at $0.0115 per share for a fair value of $10,000. The warrants are exercisable at any time for a period of two years from date of issuance. On February 2, 2018, the Company issued 434,783 units consisting of 1,739,130 shares of common stock and 434,783 common stock purchase warrants exercisable at $0.0115 per share for a fair value of $20,000. The warrants are exercisable at any time for a period of two years from date of issuance. On April 4, 2018, the Company issued 142,857 shares of common stock to an employee of the Company with a value of $0.014 per share totaling $2,000 which was charged to stock based compensation. On April 6, 2018, the Company entered into the STS Agreement issuing 759,422 shares of common stock with a fair value of $0.0395 per share totaling $30,000. In May 2018, the Company issued 200,000 shares of common stock to two consultants with a value of $0.0425 per share totaling $8,500 which was charged to consulting fees expense. In July 2018, the Company issued an aggregate of 722,160 shares of stock to 16 employees under a one-time employee stock incentive grant. The shares were fair valued at $0.0209 per share based on market value at the time of the grant, with a total value recognized of $16,000. On November 15, 2018, the Company entered into a Note Conversion Agreement pursuant to which the Noteholder converted $526,583 of principal and accrued interest due into 50,000,000 shares of the Company’s common stock in full satisfaction of this obligation. The Company recorded a loss on this conversion of this debt of $248,417 which was charged to interest expense. In December 2018, the Company issued 2,083,197 common shares to a consultant with a fair value of $0.0195 per share totaling $40,622 which was charged to stock based compensation. In December 2018, the Company issued 20,000,000 shares of common stock to Robert M. Carmichael as an incentive bonus with a fair value of $200,000. As the shares are subject to continued employment by Mr. Carmichael through January 2, 2020, the Company has treated the shares as issued but not as yet outstanding. Expense for the issuance is being recognized over the full vesting period, and accordingly, the Company recognized stock compensation expense of $188,144 and $10,576 for the years ended December 31, 2019 and 2018 respectively. See note 15. In December 2018, Robert M. Carmichael was issued 999,934 common shares in payment of accrued director fees through December 31, 2018. The shares were valued at $0.0195 per share, totaling $19,499, the fair value on the date of grant. In January 2019, the Company entered into an investment banking and corporate advisory agreement. The term of the agreement was for one year and provided for compensation of 2,700,000 common shares with a fair value of $29,700 plus related expenses. The shares were issued in February2019 and March 2019. For the year ended December 31, 2019 the Company recorded $29,700 in stock based compensation expense. In January 2019, the Company issued 1,000,000 common shares with a fair value of $12,500 to a consultant for general administrative advisory services for the period from December 1, 2018 through April 30, 2019, of which $10,000 and $2,500 was expensed during year ended December 31, 2019 and 2018 respectively. In March 2019 the Company issued Mr. Hyatt a unit of the securities of the Company, with the unit consisting of 50,000,000 shares of common stock and 50,000,000 18 month common stock purchase warrants exercisable at $0.01 per share in consideration of $500,000. The Company used the proceeds from the sale for product research and development and working capital purposes. The Company did not pay any fees or commissions in connection with the sale of the unit. In May 2018 the Company entered into an agreement with an employee to pay him $28 an hour in cash and $10 per hour in common stock not to exceed 40 hours a week. The stock price is determined at the end of each month using the 10-day weighted average of the stock price. During the year ended December 31,2018, the Company issued 449,550 shares of common stock valued at $8,950 with an average fair value of $.02 per share for accrued services. During the year ended December 31, 2019, the Company issued 1,332,885 shares of common stock valued at $19,391 an average of ($0.0145) per share for services. On March 29, 2019, the Company reviewed the agreement with the employee and agreed to increase the hourly rate to $30 per hour in cash and continue to pay $10 per hour in shares of common stock not to exceed 40 hours a week. It was also agreed by the employee that the stock price will be the closing price of the stock at end of each month. As of December 31, 2019, the Company has not issued common stock for the month of December 2019 and has a recorded liability of $1,200. In May 2019, the Company engaged a consultant to provide certain specified services under the terms of a letter agreement. As compensation, the Company issued 1,000,000 common shares with a fair value of $16,000 to a consultant which was expensed during the year ended December 31, 2019, and agreed to pay the consultant $1,500 per month. If the Company acquired or merged with a certain specified entity, the consultant was entitled to a $10,000 fee payable in common stock. If the Company acquired merged with another certain specified entity, the consultant was entitled to a $25,000 fee payable in common stock. Neither transaction occurred and the agreement expired on December 31, 2019. On July 17, 2019 the Company sold 2,500,000 shares of common stock for proceeds of $25,000 ($0.01 per share). In August 2019, the Company issued 318,747 common shares with a fair value of $5,000 to a consultant for general administrative advisory services, which was expensed during the year ended December 31, 2019. In September 2019 the Company issued 1,250,000 shares of common stock valued at $20,375 ($0.016 per share) fair market value, pursuant to an investor relations agreement, and agreed to pay $2,500 and an additional $2,500 after 45 days for a variety of services, including investor and public relations assessment, marketing surveys, investor support, and strategic business planning. The agreement is for six months and may renew for an additional six months on the same terms unless either party notifies the other of non-renewal prior to the renewal date. In October 2019, the Company issued 191,087 shares of common stock valued at $4,395, an average of $.023 per share for consulting services for BLU3 operating manual. Under the STS Agreement, the Company paid an initial license fee in April 2018 through the issuance of 759,422 shares of common stock with a fair value of $30,000 which is being amortized on a straight-line basis over its five year term. The STS Agreement further provides for royalties to be paid based on annual net revenues achieved. In December 2019, the Company entered into Addendum No. 1 to amend the payments due upon the first commercial sale of NEMO. In accordance with Addendum No. 1, $8,250 was paid in cash and $8,250 was accrued as of December 31, 2019. The Company issued 828,221 shares of common stock with a fair value of $18,635 in satisfaction of $13,500 for the first commercial sale. The Company accrued $13,828 in December 2019 as royalty payments for the fourth quarter commercial sales of NEMO. Preferred Stock During the second quarter of 2010, the holder of the majority of the Company’s outstanding shares of common stock approved an amendment to the Company’s Articles of Incorporation authorizing the issuance of 10,000,000 shares of blank check preferred stock. The blank check preferred stock as authorized has such voting powers, designations, preferences, limitations, restrictions and relative rights as may be determined by our Board of Directors of the Company from time to time in accordance with the provisions of the Florida Business Corporation Act. In April 2011 the Board of Directors designated 425,000 shares of the blank check preferred stock as Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock is convertible into a share of the Company’s common stock at any time at the option of the holder at a conversion price of $18.23 per share. Holders of shares of Series A Convertible Preferred Stock are entitled to 250 votes for each share held. The Company’s common stock and Series A Convertible Preferred Stock vote together as on any matters submitted to our shareholders for a vote. As and December 31, 2019 and 2018, the 425,000 shares of Series A Convertible Preferred Stock are owned by Robert M. Carmichael. Equity Incentive Plan On August 22, 2007, the Company adopted an Equity Incentive Plan (the “Plan”). The Plan expired on August 22, 2017. All 297 options issued under the Plan had expired as of December 31, 2019. Equity Compensation Plan Information as of December 31, 2018: Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted – average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column (a) (c) Equity Compensation Plans Approved by Security Holders 234 $ 1,350 — Equity Compensation Plans Not Approved by Security Holders — — — Total 234 $ 1,350 — Equity Compensation Plan Information as of December 31, 2019: Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted – average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column (a) (c) Equity Compensation Plans Approved by Security Holders — $ — — Equity Compensation Plans Not Approved by Security Holders 35,295,237 $ .018 — Total 35,295,237 $ .018 — Options Effective July 29, 2019 the Company issued options to purchase up to an aggregate of 22,838,094 shares of common stock to Mr. Pitzner and Blake Carmichael. The options were issued pursuant to a stock option grant agreements and are exercisable at $0.018 per share for a period of five years from the date of issuance, subject to vesting over a period of six months. The fair value of the options totaled $95,862 using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate of 2.10%, ii) expected life of 5 years, iii) dividend yield of 0%, iv) expected volatility of 172%. In August 2019 8,304,761 options belonging to Mr. Pitzner were cancelled. Stock option expense recognized during for the year ended December 31, 2019 was $55,641. Effective July 29, 2019 the Company issued Robert M. Carmichael options to purchase up to 20,761,904 shares of common stock. The options were issued pursuant to a Grant Agreement and are exercisable at $0.018 per share for a period of five years from the date of issuance, subject to vesting over a period of six months. The fair value of the options totaled $87,147 using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate of 2.01%, ii) expected life of 5 years, iii) dividend yield of 0%, iv) expected volatility of 172%. Stock option expense recognized for the year ended December 31, 2019 was $76,423. A summary of the Company’s stock option as of December 31, 2019, and changes during the year 2019 then ended is presented below: Number of Options Weighted Average Exercise Price Options outstanding at December 31, 2018 — $ — Options granted 43,599,998 0.018 Options exercised — — Options cancelled (8,304,761 ) 0.018 Options expired — — Options outstanding at December 31, 2019 35,295,237 $ 0.018 Options exercisable at December 31, 2019 24,914,285 $ 0.018 At December 31, 2019 the intrinsic value of the options outstanding is $158,829 and options exercisable is $112,114. Changes in the Company’s non-vested options for the year ended December 31, 2019 summarized as follows: December 31, 2019 Number of Options Weighted Average Exercise Price Nonvested options at December 31, 2018 — $ — Granted 43,599,998 0.018 Vested (24,914,285 ) 0.018 Cancelled (8,304,761 ) 0.018 Nonvested options at December 31, 2019 10,380,952 $ 0.018 Options Outstanding Options Exercisable Range of Exercise Price Number Outstanding Remaining Average Contractual Life (In Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $0.018 35,295,237 4.58 $ 0.018 24,914,285 $ 0.018 Totals 35,295,237 4.58 $ 0.018 24,914,285 $ 0.018 Warrants In March 2019, the Company issued the Hyatt Warrant as part of the unit issued and sold to Mr. Hyatt, with the unit consisting of 50,000,000 shares of common stock and 50,000,000 18 month common stock purchase warrants exercisable at $0.01 per share in consideration of $500,000. A summary of the Company’s warrants as of December 31, 2019, and changes during the year ended December 31, 2019 are presented below: Number of Warrants Weighted Average Exercise Price Warrants outstanding at December 31, 2018 6,783,551 $ 0.0115 Warrants granted 50,000,000 0.01 Warrants exercised — — Warrants cancelled — — Warrants expired (4,174,826 ) — Warrants outstanding at December 31, 2019 52,608,725 $ 0.01 Warrants exercisable at December 31, 2019 52,608,725 $ 0.01 Warrants Outstanding at December 31, 2019 Warrants Exercisable at December 31, 2019 Range of Exercise Price Number Outstanding Remaining Average Contractual Life (In Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $0.01 -$0.0115 52,608,725 0.66 $ 0.01 52,608,725 $ 0.01 Totals 52,608,725 0.66 $ 0.01 52,608,725 $ 0.01 On January 6, 2018, the Company issued 217,391 units consisting of 869,565 shares of common stock and 217,391 common stock purchase warrants exercisable at $0.0115 per share for a fair value of $10,000. The warrants are exercisable at any time for a period of two years from date of issuance. On February 2, 2018, the Company issued 434,783 units consisting of 1,739,130 shares of common stock and 434,783 common stock purchase warrants exercisable at $0.0115 per share for a fair value of $20,000. The warrants are exercisable at any time for a period of two years from date of issuance. A summary of the Company’s warrants as of December 31, 2018, and changes during the year ended December 31, 2018 are presented below: Number of Warrants Weighted Average Exercise Price Warrants outstanding at December 31, 2017 4,174,826 $ 0.0115 Warrants granted 2,608,725 0.0115 Warrants exercised — — Warrants cancelled — — Warrants expired — — Warrants outstanding at December 31, 2018 6,783,551 $ 0.0115 Warrants exercisable at December 31, 2018 6,783,551 $ 0.0115 Warrants Outstanding at December 31, 2018 Warrants Exercisable at December 31, 2018 Range of Exercise Price Number Outstanding Remaining Average Contractual Life (In Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $0.0115 6,783,551 0.93 $ 0.0115 6,783,551 $ 0.0115 Totals 6,783,551 0.93 $ 0.0115 6,783,551 $ 0.0115 Equity Based Incentive / Retention Bonuses On November 2, 2012, the Board of Directors consented to grant equity based bonuses to certain key employees and consultants as an incentive to retain their services. Stock incentive bonuses were to vest, and be paid out on May 2, 2013, contingent upon continued employment or service. The stock bonus price per share was calculated based on last closing price as reported on per the OTC Markets prior to the grant date for a total of $75,100. Shares were set aside and reserved for this transaction. The Company accrued operating expense ratably from the time of the awards through May 2, 2013, when vested. Of the 61,852 vested shares, only 5,185 were issued. On April 29, 2016, the Board of Directors determined it was not in the best interest of either the Company or the recipients to pay bonuses based on the current and foreseeable share price and cancelled the bonuses payable. The results of this action, 56,669 shares to be issued are included in a reduction of shares payable as reflected on the equity and balance sheet at December 31, 2018. |