Stockholders' Equity | NOTE 12 - STOCKHOLDERS’ EQUITY Reverse Stock Splits On May 18, 2017, the Company filed an amendment to the Certificate of Incorporation to effect a one-for-ten reverse split of the Company’s issued and outstanding common stock which was effectuated on May 19, 2017. On January 16, 2018, the Company filed an amendment to the Certificate of Incorporation to effect a one-for-fifteen reverse split of the Company’s issued and outstanding common stock which was effectuated on January 16, 2018. On January 30, 2019, the Company filed an amendment to the Certificate of Incorporation to effect a one-for-twenty reverse split of the issued and outstanding common stock (the “2019 Reverse Stock Split”), which became effective in accordance with the terms of the Certificate of Amendment on January 30, 2019. These reverse stock splits did not modify the rights or preferences of the common stock. Proportional adjustments have been made to the conversion and exercise prices of the outstanding common stock warrants, convertible notes, and common stock options. The number of common stock shares issuable under our equity compensation plan was not affected by the 2019 Reverse Stock Split. All share and per share amounts for the common stock have been retroactively restated to give effect to the reverse splits as if they occurred at the first period presented. Common shares and warrants issued for cash During the year ended December 31, 2018, the Company entered into two Securities Purchase Agreements (“August SPA” and “October SPA”), in which the Company issued an aggregate of 2,325,417 shares of common stock and warrants to purchase 2,325,417 shares of common stock. The purchase price of the common stock was $3.00 and $4.64 per share, respectively. Total gross proceeds received were $8,720,250. The exercise price of the common stock warrants was $6.00 and $7.31 per share, respectively. The termination date of the common stock warrants is August 31, 2019 and April 11, 2022, respectively. Placement agents received cash fees equal to 1% and 6% of the aggregate gross proceeds raised in the placement, respectively, for a total of $387,903. The offering was made pursuant to a prospectus supplement and accompanying base prospectus relating to the Company’s effective shelf registration statement on Form S-3 (File No. 333-207928). Common shares issued for services During the year ended December 31, 2018, the Company issued 278,645 shares of the Company’s common stock to key advisors, directors and consultants of the Company. These shares vest over the life of the service term and the fair value of these issuances was $3,177,100. The Company recorded a charge of $2,804,258 in the statement of operations as a component of selling, general and administration for the year ended December 31, 2018. As of December 31, 2018, $372,842 remains unvested and will fully vest over the next year. The Company issued 12,517 shares of common stock to consultants for various services rendered during the year ended December 31, 2017. These shares were fully vested on the date of issuance and the fair value of these issuances was $3,181,167. The charge was included in selling, general and administration in the statement of operations. Common shares issued for settlement of liabilities During the year ended December 31, 2018 the Company issued 36,073 of common stock to settle outstanding vendor liabilities of $564,873. In connection with this transaction, the company also recorded a loss on settlement of liabilities of $41,696, the fair value of the stock issued with the transaction was in excess of the liabilities extinguished. During the year ended December 31, 2017 the Company issued 667 shares of common stock to settle outstanding debt of $48,201. In connection with this transaction, the company also recorded a loss on settlement of liabilities of $11,715, the fair value of the stock issued with the transaction was in excess of the liabilities extinguished. Common Stock Issued for Exercise of Warrants During the year ended December 31, 2018, the Company issued 3,750 shares of common stock for the exercise of warrants. The cash proceeds were $750. During the year ended December 31, 2017, the Company issued 265 shares of common stock for the exercise of warrants. The cash proceeds were $7,937. The exercise of these warrants resulted in a reclassification of the derivative liability associated with these warrants of $396,854, which has been reclassified from derivative liability to stockholders’ equity. Common Stock Issued for Acquisition of Assets On February 16, 2018, the Company closed an asset purchase agreement to purchase certain assets with an aggregate purchase price of $2,500,000. The aggregate purchase price comprised of a $1,000,000 cash payment and the issuance of 48,077 shares of the Company’s restricted common stock with a fair value of $1,259,616. Preferred Stock Series A Preferred Stock On November 2, 2018, the Company repurchased the Series A Preferred Stock for $1,000,000 and 250,000 shares of common stock for a total aggregate purchase price of $2,185,000. The Company recorded the redemption as deemed dividend of $2,185,000 and upon receipt of the repurchased shares, the Company cancelled and terminated the Series A Preferred class of stock and returned voting control of the Company back to its common stock shareholders. As of December 31, 2018, and 2017, 0 and 1,000 shares of Series A Preferred Stock were issued and outstanding, respectively. Series B Convertible Preferred Stock On May 9, 2017 the Company filed a Certificate of Designation to designate 2,700 shares of Series B Convertible Preferred Stock. The Preferred Stock is convertible in shares of common stock at a price of $900.00 per share subject to subsequent equity sales reset provisions. The conversion provision was at the option of the holder and the Series B Convertible Preferred Stock did not provide for cumulative dividends and did not have any voting rights. The holders of Series B Convertible Preferred Stock would receive upon liquidation, the same amount that a holder of common stock would receive if the preferred stock were fully converted, paid pari passu with all holders of common stock. On May 9, 2017, the Company entered into an exchange agreement with an institutional investor. Under the terms of the agreement, the investor agreed to exchange with the Company, warrants exercisable for 73,995 shares of common stock, for (i) 2,700 shares of Series B Convertible Preferred Stock at a stated value of $1,000 per share and convertible into 3,000 shares of common stock at a conversion price of $900.00 and (ii) 3,333 shares of common stock. The Company cancelled 73,995 of warrants with a fair value of $4,666,773 on the date of the exchange, extinguished the derivative liability associated with the conversion feature in the amount of $350,922, and issued 2,700 shares of Series B Convertible Preferred Stock and 333 shares of common stock with an aggregate fair value of $5,652,500. The exchange resulted in an incremental increase of $513,725 which the Company has recorded as a loss on extinguishment of debt in other income (expense) in the statement of operations for the year ended December 31, 2017. During the year ended December 31, 2017, 2,700 shares of the Series B Convertible Preferred Stock were converted into 3,000 shares of the Company’s common stock an exchange rate of $900.00 per share. Series C Convertible Preferred Stock On June 15, 2017 the Company filed a Certificate of Designation to designate 25,000 shares of Series C Convertible Preferred Stock. The Preferred Shares have a stated value of $1,000 and each share of preferred stock is convertible into common stock at an initial conversion price of $900 per share. The holders of Preferred Shares are entitled to receive dividends, when and as declared by the Board and after the occurrence of a triggering event. Until such time as all triggering events then outstanding are cured, the holders shall be entitled to receive dividends at a rate of eighteen percent (18.0%) per annum. At any time, the holder may, at its option, convert any Preferred Shares at an alternate conversion price as follows: The lower of (A) the applicable conversion price as then in effect and (B) the greater of (x) $105 and (y) the lowest of (i) 85% of the Value Weighted Average Price (“VWAP”) of the common stock as of the trading day immediately preceding the delivery or deemed delivery of the applicable conversion notice, (ii) 85% of the VWAP of the common stock as of the trading day of the delivery or deemed delivery of the applicable conversion notice and (iii) 85% of the price computed as the quotient of (I) the sum of the VWAP of the common stock for each of the ten (10) trading days with the lowest VWAP of the common stock during the twenty (20) consecutive trading day period ending and including the trading day immediately preceding the delivery or deemed delivery of the applicable conversion notice, divided by (II) ten (10). In lieu of conversion, upon a triggering event, the holder may require the Company to redeem all or any of the Preferred Shares at a price equal to the greater of (i) the product of (A) the conversion amount of the Preferred Shares to be redeemed multiplied by (B) a redemption premium of 115% and (ii) the product of (X) the conversion rate with respect to the conversion amount in effect at such time of redemption multiplied by (Y) the product of (1) a redemption premium of 115% multiplied by (2) the greatest closing sale price of the common stock on any trading day during the period commencing on the date immediately preceding such Triggering Event and ending on the date the Company makes the entire redemption payment. The Company may, at its option following notice to each holder, redeem such amount of Preferred Shares by paying to each holder the corresponding installment amount in cash. The applicable installment conversion price with respect to a particular date of determination, shall be equal to the lower of (A) the conversion price then in effect and (B) the greater of (x) $105 and (y) the lower of (i) 85% of the VWAP of the common stock as of the trading day immediately preceding the applicable Installment Date and (ii) 85% of the quotient of (A) the sum of the VWAP of the common stock for each of the ten (10) trading days with the lowest VWAP of the common stock during the twenty (20) consecutive trading day period ending and including the trading day immediately prior to the applicable Installment Date, divided by (B) ten (10). If the Company elects to effect an installment redemption in lieu of an installment conversion, in whole or in part, such Preferred Shares shall be redeemed by the Company in cash on the applicable Installment Date in an amount equal to 103% of the applicable installment redemption amount. As a result of such Triggering Event discussed above, the Series C Preferred Stock has redeemable features which are not in the Company’s control and therefore Management has classified the Series C Preferred Stock in temporary equity in accordance with ASC 480-10-S99-3A on the Consolidated Balance Sheet. On June 12, 2017, the Company entered into a Securities Purchase Agreement (“SPA”) with one or more investors. Under the terms of the agreement, the Company issued to each investor, Series C Convertible Preferred Stock, Series C Convertible Preferred Warrants and Common Stock Warrants, for a total gross purchase price of up to $25,000,000. At the initial closing under the SPA, the Company issued a total of 75 Preferred Shares at a purchase price of $900 per share. The Preferred Warrants are exercisable for a total of 24,925 Preferred Shares at an exercise price of $900 per share. The Preferred Shares have an initial conversion price of $900 and are initially convertible into an aggregate of 646 shares of common stock. The Common Stock Warrants are exercisable for 11,111 shares of common stock, representing thirty-five percent (35%) of the total number of shares of common stock initially issuable upon conversion of the Preferred Shares. The exercise price of the Common Stock Warrants is $900 per share and are exercisable for 5 years. During the years ended December 31, 2018 and 2017, the warrant holders exercised 21,088 and 3,528 Preferred Warrants into 21,088 and 3,528 Preferred Shares. The investors simultaneously converted 21,088 and 3,413 shares (and the previously issued 75 Preferred Shares) which had a stated value of $21,088,000 and $3,413,000 into 4,538,317 and 31,724 shares of the Company’s Common Stock. Management analyzed the conversion features of the Series C Preferred stock underlying the Preferred Warrants and recorded a beneficial conversion feature during the years ended December 31, 2018 and 2017, in the amount of $2,097,300 and $3,528,000. The beneficial conversion feature was recognized as a deemed dividend. In addition, because the Preferred Warrants may not be exercised into preferred shares unless the registration statement is effective, no derivative liability has been recognized. As of December 31, 2018, and 2017, the Company had 0 and 115 Series C shares outstanding with a stated value of $0 and $115,000. Series E Convertible Preferred Stock On September 15, 2017, the Company designated a new class of preferred stock as Series E Convertible Preferred Stock. The authorized number of Series E Convertible Preferred Stock was 455,882. Each preferred share shall have a par value of $0.001. The holders are entitled to receive dividends, when and as declared by the Board. The Preferred Shares have a stated value of $1.36 per share. The initial conversion price of the preferred shares to common stock will be $27.20. In addition, under the Series E Convertible Preferred Stock designation holders representing at 65% of the aggregate stated value amount of the Preferred Shares then outstanding shall be required for any change, waiver or amendment to the certificate of designations provided, that 65% must include the holders as long as they beneficially own any preferred shares. Upon the occurrence of a triggering event as disclosed in the Series E Convertible Preferred Stock designation until such time as all triggering events then outstanding are cured, the holders shall be entitled to receive dividends at a rate of 18.0% per annum. At any time the holder may, at its option, convert the Series E Convertible Preferred Stock under an alternate conversion price which is the lower of the applicable conversion price in effect on the applicable conversion date of the applicable alternate conversion and the greater of the following: a) the floor price and the lowest of 75% of the closing bid price of the common Stock as of the trading day immediately preceding the delivery or deemed delivery of the applicable conversion notice, b) 75% of the variable weighted average price of the common stock as defined in the preferred designation In lieu of conversion, upon a triggering event, the holder may require the Company to redeem all or any of the preferred shares at a price equal to the greater of calculations as defined in the preferred designation Accordingly the Company has classified the Series E Convertible Preferred Stock as temporary equity. During the year ended December 31, 2017, the Company issued 36,765 shares of Series E Convertible Preferred Stock and issued 419,117 Series E Preferred Convertible Preferred Stock Warrants as part of a security purchase agreement for consideration of $50,000 which was for stock issuance cost. The Series E Convertible Preferred Stock Warrants have a life of 2.28 years and an exercise price of $27.20. The Company recorded a beneficial conversion feature in the amount of $620,000 for the underlying preferred shares of the preferred warrant. The beneficial conversion feature was recognized as a deemed dividend. During the years ended December 31, 2018 and 2017, the warrant holders exercised 0 and 419,117 Preferred Warrants into 0 and 419,117 Preferred Shares for a total gross purchase price of $0 and $569,999. During the years ended December 31, 2018 and 2017, the investors simultaneously converted 280,110 and 139,007 shares of Preferred Series E which had a stated value of $380,950 and $189,049 into 6,788 and 1,801 shares of common stock. As of December 31, 2018, and 2017, the Company had 36,765 and 316,875 Series E shares Convertible Preferred Stock outstanding with a stated value of $50,000 and $430,950. Series F Convertible Preferred Stock On June 27, 2018, the Company entered into a Securities Settlement Agreement (“SSA”) with Maxim Group, LLC (“Maxim”). Maxim was entitled to certain placement agent fees from the Company in the aggregate amount of $556,016 arising from the convertible preferred transaction dated June 12, 2017, pursuant to the engagement letter, dated March 7, 2017, between the Company and Maxim. Under the terms of the SSA, the Company issued to Maxim 817,670 shares of Series F Convertible Preferred Stock with an initial total value of $556,016 (“Series F Convertible Preferred Stock”). The Series F Convertible Preferred Stock has an initial conversion price of $13.60 per share and will be convertible into common stock. Upon execution of the SSA, the Company reduced its outstanding obligations by $556,016. During the year ended December 31, 2018, investors converted 817,670 shares of Series F Convertible Preferred Stock, which had a stated value of $556,016, into 156,605 shares of the Company’s common stock for settlement of payables to the placement agents. Equity Incentive Plan On July 12, 2017, the Board of Directors submitted the following actions to the Majority Stockholder for ratification and approval by consent in lieu of meeting, and the Majority Stockholder has ratified and approved the following actions: approving the MagneGas Corporation Amended and Restated 2014 Equity Incentive Award Plan. The principal purpose of the action was for increasing the number of shares that may be issued or transferred pursuant to awards under the New Plan. As of December 31, 2018, and 2017, there are 11,553 and 767 shares to be issued upon exercise of outstanding options and 3,827,083 shares remaining available for future issuance under equity compensation plans. Under the terms of the Company’s plan, incentive stock options (ISOs) may be granted to officers and employees and non-qualified stock options and awards may be granted to directors, consultants, officers and employees of the Company. The exercise price of ISOs cannot be less than the fair market value of the Company’s Common Stock on the date of grant. The options vest over a period determined by the Company’s Board of Directors, ranging from immediate to four years, and expire not more than ten years from the date of grant. Options Options outstanding as of December 31, 2018 and 2017 consisted of the following: Weighted Weighted Average Average Options Exercise Remaining Intrinsic Outstanding Price Life in Years Value December 31, 2016 1,625 1,870.80 1.23 272 Granted - Exercised - Forfeited - Expired (858 ) 694.60 December 31, 2017 767 3,186.80 1.58 - Granted 11,250 18.57 10.00 - Exercised - Forfeited - Expired (464 ) 3,393.23 - - December 31, 2018 11,553 93.89 8.84 - Exercisable at December 31, 2018 9,012 As of December 31, 2018, the fair value of non-vested options totaled $46,700 which will be amortized to expense until December 31, 2019. The fair value of each employee option grant is estimated on the date of the grant using the Black-Scholes option-pricing model. Key weighted-average assumptions used to apply this pricing model during the year ended December 31, 2018 were as follows: Risk free interest rate 2.84 % Expected term 10 years Volatility 183 % Dividends $ 0 The Company had no grants during the year ended December 31, 2017. Common Stock Warrants Warrants outstanding as of December 31, 2018 and 2017 consisted of the following: Weighted Weighted Average Average Warrants Exercise Remaining Outstanding Price Life in Years December 31, 2016 7,664 2,730.00 5.80 Granted 11,111 9,112.60 5.00 Exercised (265 ) 300.00 Forfeited/Exchanged - - Expired (7,400 ) 2,730.00 December 31, 2017 11,111 9,112.60 4.45 Granted 2,329,167 6.60 2.17 Exercised (3,750 ) 0.20 Expired - December 31, 2018 2,336,528 49.92 1.90 Exercisable at December 31, 2018 2,336,528 During the years ended December 31, 2018 and 2017, the Company exercised 3,750 and 265 shares of warrants with cash proceeds of $750 and $7,937, respectively. At December 31, 2018 and 2017, the total intrinsic value of warrants outstanding and exercisable was $0 and $0, respectively. In connection with the October SPA, the Company agreed to grant the investors one common stock purchase warrant for every share of common stock purchased under the October SPA at an exercise price of $7.31 per share. 1,090,000 common stock warrants were issued, expiring on April 14, 2022. The exercise price was subsequently adjusted to $4.64 as part of the January 11, 2019 SPA. Any deemed dividend associated with the exercise price adjustment will be recorded in the first quarter of 2019. In connection with the August SPA, the Company agreed to grant the investor(s) one common stock purchase warrant for every share of common stock purchased under the SPA at an exercise price of $6.00 per share. 1,235,417 common stock warrants were issued, expiring on August 31, 2019. During the year ended December 31, 2018, the Company issued 3,750 shares of common stock for the exercise of warrants, with cash proceeds of $750. The fair value of the common stock warrants was $316,501, of which $302,589 was recognized as stock-based compensation for the year ended December 31, 2018. Maxim Group, LLC (“Maxim”) acted as the exclusive placement agent for the Series C preferred stock transaction. The Company agreed to pay Maxim a cash fee payable upon each closing equal to 6.0% of the gross proceeds received by the Company at each Closing (the “Placement Fee”). Such fees were recognized as stock issuance costs. Additionally, the Company granted to Maxim (or its designated affiliates) warrants to purchase up to 11,111 shares common stock (the “Placement Agent Warrants”). The Placement Agent Warrants expire five (5) years after the Closing. The Placement Agent Warrants are exercisable at a price per share equal to $990, are not be redeemable and are exercisable for 5 years. The Placement Agent Warrants may be exercised in whole or in part and provide for a “cashless” exercise, except in the event the shares of common stock issuable upon exercise of the Placement Agent Warrants are registered for resale, in which case they provide for a “cash” exercise only. The Placement Agent Warrants were recorded at fair value as stock issuance costs. Although the Placement Agent Warrants contain certain change in control provisions that are potentially settleable in cash, such settlement is at the Company’s discretion. Preferred Stock Warrants Warrants outstanding to purchase Series C Preferred Stock as of December 31, 2018 consisted of the following: Weighted Weighted Average Average Warrants Exercise Remaining Outstanding Price Life in Years December 31, 2017 24,925 900 5.45 Granted - Exercised (3,528 ) 900 Forfeited/Exchanged - Expired - December 31, 2017 21,397 900 4.45 Granted - Exercised (20,973 ) 900 Forfeited/Exchanged - Expired - December 31, 2018 424 900 3.45 Exercisable at December 31, 2018 424 At December 31, 2018 and 2017, the total intrinsic value of preferred stock warrants outstanding and exercisable was $0 and $0, respectively. |