Stockholders' Equity | 12 Months Ended |
Dec. 31, 2013 |
Stockholders' Equity Note [Abstract] | ' |
Stockholders' Equity | ' |
Stockholders' Equity |
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Preferred Stock |
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We have authorized 10 million shares of $0.001 par value Series A Preferred Stock. There were no shares of Series A Preferred Stock outstanding as of December 31, 2013 and December 31, 2012, respectively. |
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On October 8, 2010, pursuant to the terms of the Orsett Agreement, dated May 18, 2010, as amended September 29, 2010 and October 3, 2010, by and between the Company and Orsett, the Company filed a Certificate of Designation with the Secretary of State for the State of Nevada to designate 5,000,000 shares of the Company's preferred stock as shares of Series B Preferred Stock (the "Series B Preferred Shares"). |
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The Series B Preferred Shares are participating with no preferences or voting rights, and shall not be converted by any holder, in whole or in part for a period of twelve months from the date of initial issuance. Each Series B Preferred Share is convertible into 4.4 shares of common stock of the Company, however, the shares may not be converted into more than 4.99% of beneficial ownership unless the holder waives the beneficial ownership limitation with 61 days notice. |
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In connection with the Series B designation and the Consultant Agreement, the Company issued 3,863,636 shares, with a fair value of $7,820,000. These shares were issued to the Consultant for expertise provided to the Company in acquiring and negotiating the acquisition of oil and gas properties in Albania. As of December 31, 2013 and December 31, 2012, 3,863,636 shares of Series B Preferred Stock were outstanding. |
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On June 25, 2012, the Company issued a stop order notice to its transfer agent under which the transfer agent was instructed to: not to remove the restrictive legends from the share certificates representing the Orsett Shares; not to effect or facilitate the transfer, assignment, conveyance or sale of any of the Orsett Shares; and not to effect the conversion of the Series B Preferred Stock into shares of common stock of the Corporation, unless the transfer agent receives the expressed written instructions of the Secretary of the Registrant. The Company has determined that Orsett breached numerous terms of the Consulting Agreement and committed other actions that resulted in substantial harm and damage to the Company and its shareholders. |
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Common Stock and Stock Options |
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On July 26, 2005, the Company adopted the Sky Petroleum, Inc. Non-U.S. Stock Option Plan (the “Non-U.S. Plan”), effective as of April 1, 2005. The Non-U.S. Plan authorizes the issuance of stock options to acquire up to 10% of the Company's issued and outstanding shares of common stock. |
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On August 25, 2005, the Company adopted the Sky Petroleum, Inc. 2005 U.S. Stock Incentive Plan (the “U.S. Plan”). The U.S. Plan authorizes the issuance of stock options and other awards to acquire up to a maximum of 3,321,600 shares of the Company's common stock (less the number of shares issuable upon exercise of options granted by the Company under all other stock incentive plans on the date of any grant under the U.S. Plan). The U.S. Plan provides for the grant of incentive stock options (within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended), options that are not incentive stock options, stock appreciation rights and various other stock-based grants. |
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On June 1, 2012, the Company granted 150,000 shares to an employee. These common shares were valued at $22,500 based on the quoted market price at that date. |
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On August 19, 2012, the Company granted 150,000 common shares valued at $24,000 to a new Advisory board member. Additionally, on October 11, 2012, the Company granted 100,000 common shares valued at $17,000 to a second Advisory board member. The common shares were all valued based on the quoted market price at date the shares were approved by the Board. The share certificates have been issued. On August 7, 2012, the Company granted 300,000 stock options under the Non-US Plan. The options are exercisable at $0.25 per share with vesting over the next three years and were valued at $56,767. |
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The 2012 stock options fair value was determined using the following attributes and assumptions for each separate issuance: share prices ranging from $0.05 to $0.18, risk-free interest rates of approximately 1.55%, expected dividend yields of 0%, expected life of 4 years, and expected volatility of 207% to 291%. The Company estimates forfeitures based on historical experience. |
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For the twelve months ended December 31, 2013, the Company recorded $41,531 of compensation expense based on its use of the Black Scholes model to estimate the grant-date fair value of these stock option awards. No options were exercised for the year ended December 31, 2013. Compensation expense is based upon straight-line amortization of the grant-date fair value over the vesting period of the underlying stock option. In accordance with FASB ASC Topic No. 718 and No. 505, the fair value of each stock option grant was estimated on the date of the grant, using the Black-Scholes option-pricing model. As of December 31, 2013, there was approximately $49,397 unrecognized compensation expenses related to non-vested stock option agreements. |
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A summary of stock options outstanding as of December 31, 2013, is as follows: |
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Shares Underlying Options Outstanding | | Shares Underlying Options Exercisable |
Range of | | Shares | | Weighted | | Weighted | | Shares | | Weighted |
Exercise Prices | Underlying | Average | Average | Underlying | Average |
| Options | Remaining | Exercise | Options | Exercise |
| Outstanding | Contractual | Price | Exercisable | Price |
| | Life (Years) | | | |
$ | 0.18 | | | | 750,000 | | | | 4.46 | | | | $ | 0.18 | | | | 716,667 | | | | $ | 0.18 | |
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$ | 0.25 | | | | 550,000 | | | | 4.75 | | | | $ | 0.25 | | | | 350,000 | | | | $ | 0.25 | |
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$ | 0.5 | | | | 200,000 | | | | 2.85 | | | | $ | 0.5 | | | | 200,000 | | | | $ | 0.5 | |
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$ | 1.29 | | | 600,000 | | | | 1.74 | | | | $ | 1.29 | | | | 600,000 | | | | $ | 1.29 | |
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The aggregate intrinsic value of exercisable options as of December 31, 2013 is $0. The aggregate intrinsic value of options outstanding as of December 31, 2013 is $0. |
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The following is a summary of stock option activity for the years ended December 31, 2013 and December 31, 2012: |
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| | Number | | Weighted | | Weighted Average | | | | | | | | | | |
Of Shares | Average | Remaining Contract Life (Years) | | | | | | | | | | |
| Exercise Price | | | | | | | | | | | |
Balance, December 31, 2011 | | 2,500,000 | | | $ | 0.76 | | | | 4.35 | | | | | | | | | | | |
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Options canceled | | (700,000 | ) | | | (1.18 | ) | | | | | | | | | | | | | |
Options granted | | 300,000 | | | | 0.25 | | | | | | | | | | | | | | |
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Balance, December 31, 2012 | | 2,100,000 | | | | 0.55 | | | | 4.61 | | | | | | | | | | | | |
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Options canceled | | — | | | | — | | | | | | | | | | | | | | | |
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Options granted | | — | | | | — | | | | | | | | | | | | | | | |
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Balance, December 31, 2013 | | 2,100,000 | | | | 0.55 | | | | 3.61 | | | | | | | | | | | | |
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Exercisable,December 31, 2013 | | 1,866,667 | | | $ | 0.58 | | | | 3.48 | | | | | | | | | | | | |
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Class A Units and Class A Warrants and Class B Units and Class B Warrants |
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In October 2011, the Company initiated subscriptions agreements for a non-brokered private placement to raise $1,000,000. Upon receipt of proceeds the Company issued 4,000,000 Class A Units at $0.25 per unit to investors. Each Class A Unit consisted of one share of common stock of the Company, par value $0.001and one Class A Warrant. Each Class A Warrant is exercisable to acquire one Class B Unit of the Company at an exercise price of $0.35 per Class B Unit until January 20, 2013, which expired. Each Class B Unit consists of one share of common stock of the Company, par value $0.001 and one Class B Warrant. Each Class B Warrant is exercisable to acquire one common share of the Company, par value $0.001 at an exercise price of $0.60 per Class B Warrant Share until January 20, 2014. The Company received $860,000 in proceeds prior to the year ended December 31, 2011 for the offering, and received $140,000 in 2012.The Company had received all $1,000,000 in proceeds as of December 31, 2012. |
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In connection with the offering of the Class A Units, the Corporation issued a reservation order reserving Common Shares for issuance as follows: |
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Warrant Class/ | Number of Shares | Aggregate Exercise | | | | | | | | | | | | | | | | | | | | | | |
Exercise Price | Common Stock | Price | | | | | | | | | | | | | | | | | | | | | | |
| (Reserved) | | | | | | | | | | | | | | | | | | | | | | | |
Class A Warrants | 4,000,000 | $1,400,000 | | | | | | | | | | | | | | | | | | | | | | |
(US$0.35) | | | | | | | | | | | | | | | | | | | | | | |
Class B Warrants | 4,000,000 | $2,400,000 | | | | | | | | | | | | | | | | | | | | | | |
(US$0.60) | | | | | | | | | | | | | | | | | | | | | | |
Total | 8,000,000 | $3,800,000 | | | | | | | | | | | | | | | | | | | | | | |
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In May 2012, the Company initiated subscriptions agreements for a non-brokered private placement to raise $500,000. The Company issued 2,000,000 Class A Units at $0.25 per unit to an investor in May 2012. Each Class A Unit consisted of one share of common stock of the Company, par value $0.001and one Class A Warrant. Each Class A Warrant is exercisable to acquire one Class B Unit of the Company at an exercise price of $0.35 per Class B Unit until May 14, 2013, which expired. Each Class B Unit consists of one share of common stock of the Company, par value $0.001 and one Class B Warrant. Each Class B Warrant is exercisable to acquire one common share of the Company, par value $0.001 at an exercise price of $0.60 per Class B Warrant Share until May 14, 2014. The Company received $500,000 in proceeds as of December 31, 2012. |
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In connection with the offering of the Class A Units, the Corporation issued a reservation order reserving Common Shares for issuance as follows: |
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Warrant Class/ | Number of Shares | Aggregate Exercise | | | | | | | | | | | | | | | | | | | |
Exercise Price | Common Stock | Price | | | | | | | | | | | | | | | | | | | |
| (Reserved) | | | | | | | | | | | | | | | | | | | | |
Class A Warrants | 2,000,000 | | $ | 700,000 | | | | | | | | | | | | | | | | | | | | |
(US$0.35) | | | | | | | | | | | | | | | | | | | |
Class B Warrants | 2,000,000 | | $ | 1,200,000 | | | | | | | | | | | | | | | | | | | | |
(US$0.60) | | | | | | | | | | | | | | | | | | | |
Total | 4,000,000 | | $ | 1,900,000 | | | | | | | | | | | | | | | | | | | | |
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