Stockholder's Deficit | 6. STOCKHOLDER’S DEFICIT Series A 8% Cumulative Convertible Preferred Stock Series A Common Stock Common Stock Additional Paid-in Accumulated Total Stockholders’ Shares Amount Shares Amount Shares Amount Capital Deficit Deficit Balance - December 31, 2017 1,190,021 $ 2,943,265 7,041,515 $ - - $ - $ 1,218,490 $ (4,664,721 ) $ (502,966 ) Common shares issued on conversion of convertible notes - - - - 100,000 100 249,900 - 250,000 Issuance of warrants and options as stock-based compensation - - - - - - 953,241 - 953,241 Effect of reverse merger on legacy shareholders of EPOINT Payment Corp. (1,190,021 ) (2,943,265 ) (7,041,515 ) - 8,231,536 8,231 2,935,034 - - Effect of reverse merger on legacy shareholders of Genesis Financial, Inc. - - - - 879,765 880 1,758,620 - 1,759,500 Common shares issued for acquisition of Fintech Holdings, LLC - - - - 26,435,604 26,436 52,844,772 (53,036,634 ) (165,424 ) Common shares issued for note extension - - - - 65,000 65 129,935 - 130,000 Issuance of warrants for note extension - - - - - - 561,100 - 561,100 Net loss - - - - - - - (3,952,406 ) (3,952,406 ) Balance - September 30, 2018 - $ - - $ - 35,711,905 $ 35,712 $ 60,651,093 $ (61,653,760 ) $ (966,955 ) Reverse Merger As discussed in Note 1, Genesis has accounted for the Exchange Agreement transaction as a reverse business combination using the acquisition method. The fair value of the assets acquired and liabilities assumed in the Exchange Agreement are as follows: Purchase price: 879,765 shares of common stock valued at $2.00 per share $ 1,759,500 Assets acquired and liabilities assumed: Cash 14,666 Prepaid expenses and other current assets 25,000 Accounts payable and accrued expenses (15,850 ) Loan payable (100,000 ) Goodwill 1,835,684 $ 1,759,500 Pro Forma Financial Information The following unaudited pro forma consolidated results of operations for the three and nine months ended September 30, 2018 and 2017 assume the reverse business combination was completed on January 1, 2017: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Pro forma revenues $ - $ 5,843 $ - $ 38,998 Pro forma net loss (1,254,042 ) (313,214 ) (3,569,359 ) (799,462 ) Pro forma basic and diluted net loss per share $ (0.04 ) $ (0.01 ) $ (0.12 ) $ (0.02 ) Pro forma data does not purport to be indicative of the results that would have been obtained had these events actually occurred at the beginning of the periods presented and is not intended to be a projection of future results. All share and per share data in the accompanying financial statements and footnotes have been retroactively reflected for the reverse merger. Warrants As discussed in Note 1, at the closing of the Exchange Agreement, Genesis issued to Epoint’s shareholders warrants to purchase up to an additional 845,000 shares of common stock in exchange for an equal number of Epoint common stock warrants. The warrants are exercisable through February 12, 2028 at a per share exercise price of $3.00. Also at the closing of the Exchange Agreement, Genesis issued warrants to purchase up to 1,970,250 shares of its common stock in exchange for an equal number of Epoint common stock warrants. The warrants are exercisable through February 12, 2023 at a per share exercise price of $3.00. The estimated fair value of the warrants of $776,397 was expensed in full at issuance. On August 22, 2018, Genesis issued a total of 1,550,000 warrants to certain noteholders as a material inducement for them to extend the maturity date of their notes to December 31, 2018. The warrants are exercisable through August 22, 2021 at a per share exercise price of $1.00. The estimated fair value of the warrants of $561,100 was recorded as debt issuance cost and will be amortized to interest expense over the extended maturity period of the notes, with $187,033 recorded in the three months ended September 30, 2018. The estimated fair value of the warrants at issuance was based on a combination of management’s best estimate of the share price, and the Black-Scholes option-pricing model using the weighted-average assumptions below: Volatility 50 % Risk-free interest rate 2.44 % Expected term (in years) 2.72 Expected dividend yield - Fair value of warrant $ 0.38 A summary of activity in warrants is as follows: Weighted Weighted Average Average Remaining Exercise Warrants Life Price Outstanding at December 31, 2017 845,000 2.5 years $ 3.00 Nine months ended September 30, 2018: Granted 4,365,250 5.3 years $ 2.29 Exercised - - $ - Exchanged (845,000 ) 2.5 years $ 3.00 Outstanding at September 30, 2018 4,365,250 4.8 years $ 2.29 Conversion of Debt As discussed in Note 1, at the closing of the Exchange Agreement on February 15, 2018, noteholders of $250,000 of convertible loans payable (described in Note 5) voluntarily elected to convert their loans into 100,000 shares of Genesis common stock at a conversion rate of $2.50 per share. Purchase and Sale Agreement As discussed in Note 1, in connection with the closings and as mandated by the terms of the Exchange Agreement, Genesis and the Coghlan Family Corporation, an entity controlled by John R. Coghlan, one of the directors and the holder of the majority of the outstanding debt of Genesis prior to the closings, entered into the Purchase and Sale Agreement with Genesis pursuant to which the Coghlan Family Corporation agreed, at a mutually agreeable date after the closings, to assume and otherwise discharge all of Genesis’ outstanding debt, except for the CFC Loan, in consideration of the transfer to it by Genesis of the assets related to the Prior Business. The summary of the sale of assets and discharge of liabilities under the Purchase and Sale Agreement are as follows, and is not included in these consolidated financial statements as the transaction occurred in connection with the closing of the reverse merger with Epoint and amounts in these consolidated financial statements prior to the reverse merger relate to Epoint operations only: Cash and cash equivalents $ 4,786 Investments in real estate limited liability companies 103,584 Loans held for sale 285,919 Long-term investment 212,619 Real estate leasehold interest, net 93,000 Technology and equipment, net 511 Total assets sold $ 700,419 Line of credit, affiliated company $ (690,419 ) Other current liabilities (10,000 ) Total liabilities discharged $ (700,419 ) Fintech Exchange Agreement As discussed in Note 1, immediately following the closing of the Exchange Agreement, on February 15, 2018, Genesis and Fintech LLC signed and closed the Fintech Exchange Agreement pursuant to which Genesis issued to the members of Fintech LLC an aggregate of 26,435,604 shares of Parent Common Stock. As described more fully in Note 1, the assets and liabilities of Fintech LLC and Fintech Investments have been recorded at their historical cost basis at the merger date, and are included in the Company’s consolidated financial statements. The assets acquired and liabilities assumed in the Fintech Exchange Agreement are as follows: Purchase price: 26,435,604 shares of common stock valued at $2.00 per share $ 52,871,210 Assets acquired and liabilities assumed: Cash 25,687 Technology and equipment, net 240,625 Accounts payable and accrued expenses (431,736 ) (165,424 ) Accumulated deficit impact 53,036,634 $ 52,871,210 Issuance of Common Stock In May 2018, the Company issued 65,000 shares of its common stock to a lender under a loan extension agreement. The fair value of the 65,000 shares of common stock amounting to $130,000 was recorded as a debt issuance cost to be amortized over the revised term of the note payable. Stock-Based Compensation The Company also issues, from time to time, options which are not issued under or subject to a formal option plan. At September 30, 2018, there were 1,900,000 options outstanding that were not issued under a formal option plan. A summary of all stock option activity at and for the nine months ended September 30, 2018 is presented below: Weighted Average # of Exercise Options Price Outstanding at December 31, 2017 - $ - Nine months ended September 30, 2018: Granted 1,900,000 $ 3.09 Exercised - - Canceled - - Outstanding at September 30, 2018 1,900,000 $ 3.09 At September 30, 2018, there were 1,668,750 unvested options with a weighted average exercise price of $3.09. The unvested options will vest in accordance with the vesting schedule in each respective option agreement, which is two years from the grant date. The aggregate intrinsic value of options outstanding and options exercisable at September 30, 2018 was $Nil. During the nine months ended September 30, 2018, 231,250 options became vested. The Company uses the Black-Scholes valuation model to measure the grant-date fair value of stock options. The calculation includes several assumptions that require management’s judgment. The expected term of the options is calculated using the simplified method described in GAAP. The simplified method defines the expected term as the average of the contractual term and the vesting period. Estimated volatility is derived from volatility calculated using historical closing prices of common shares of similar entities whose share prices are publicly available for the expected term of the options. The risk-free interest rate is based on the U.S. Treasury constant maturities in effect at the time of grant for the expected term of the options. The following weighted average assumptions were used in the Black-Scholes valuation model for options granted during the nine months ended September 30, 2018: Risk-free interest rate 3.01 % Expected term (in years) 6.0 Dividend yield - Expected volatility 50 % The weighted average grant date fair value per share of stock options granted during the nine months ended September 30, 2018 was $0.75. The aggregate grant date fair value of the 1,900,000 options granted during the nine months ended September 30, 2018 was $1,423,000. For the nine months ended September 30, 2018 and 2017, total stock option expense related to stock options was $176,844 and $Nil, respectively. At September 30, 2018, the total compensation cost related to stock options not yet recognized is approximately $1,246,156, which is expected to be recognized over a weighted average period of approximately 1.76 years. |