Stockholders' Equity | NOTE 6 - STOCKHOLDERS’ EQUITY Reverse Stock Splits On January 30, 2019, the Company filed an amendment to the Certificate of Incorporation to effect a one-for-twenty reverse split of the Company’s issued and outstanding common stock which was effectuated on January 30, 2019. On August 22, 2019, the Company filed an amendment to the Certificate of Incorporation to effect an additional one-for-five reverse split of the Company’s issued and outstanding common stock which was effectuated on August 22, 2019. The 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 Company’s outstanding common stock warrants, convertible notes, common stock options. The Company did not issue any fractional shares in connection with the reverse stock splits or change the par value per share. Fractional shares issuable entitle shareholders, to receive a cash payment in lieu of the fractional shares without interest. All share and per share amounts for the common stock have been retroactively restated to give effect to the reverse splits. Common Shares Issued for Cash January Securities Purchase Agreement On January 11, 2019, the Company entered into a Securities Purchase Agreement (“SPA”) with one or more investors identified on the signature pages thereto (“Investors”). Under the terms of the SPA, the Company issued an aggregate of 1,550,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and warrants to purchase up to 1,550,000 shares of Common Stock (“Warrants”) for a total gross purchase price of $4.3 million (exclusive of the exercise of the Warrants) (the “Offering”). The Company received aggregate net proceeds of approximately $4.0 million. February Underwriting Agreement On February 8, 2019, the Company entered into an Underwriting Agreement with Maxim Group LLC (the “Underwriter”) to issue and sell an aggregate of 10,800,000 shares of the Company’s common stock, par value $0.001 per share and warrants to purchase an aggregate of up to 8,100,000 shares of Common Stock, in an underwritten public offering, for a total gross purchase price of $13.5 million. During the nine months ended September 30, 2019, the Company received total proceeds of $18.5 million and issued 2,687,392 common shares. On May 8, 2019, Stourbridge Investments, LLC and Corneille Fund LP exercised a total of 4,500 shares. On June 5, 2019, BJI Financial Group, Inc. exercised 6,000 shares. On July 8, 2019, Hudson Bay, Pershing, Sabby, CVI Investments, Stephen Cohen, and Empery exercised a total of 1,263,100 shares. On July 11, 2019, Pershing exercised 9,750 shares. On July 12, 2019, Pershing exercised 5,000 shares. On July 15, 2019, Pershing exercised 58,134 shares. On July 16, 2019, Pershing, CVI Investments, and Hudson Bay exercised a total of 459,375 shares. On July 17, 2019, Pershing exercised 60,000 shares. On July 18, 2019, Steven Cohen, Redwood Partners II, LLC, and 409 Jefferson, LLC exercised a total of 3,000 shares. On July 24, KBB Asset Management exercised 17,250 shares. On August 5, 2019, Steven Cohen exercised 750 shares. On August 13, 2019, Warberg WF VII LP exercised 9,000 shares. On August 14, 2019, Pershing exercised 13,750 shares. On August 19, 2019, Pershing and Bellagirl Media, LLC exercised 1,950 shares. During the three months ended September 30, 2019, the Company issued 1,162,500 shares of common stock in connection with the exercise of 1,550,000 warrants through cashless exercises. June Sales Agreement On June 6, 2019, the Company entered into a Sales Agreement (“Agreement”) with The Benchmark Company, LLC (the “Agent”) pursuant to which the Agent will act as the Company’s sales agent with respect to the issuance and sale of up to $7.3 million of the Company’s shares of common stock, par value $0.001 per share (the “Shares”), from time to time in an at-the-market public offering (the “Offering”). Sales of the Shares, if any, through the Agent, were made directly on The Nasdaq Capital Market. During the nine months ended September 30, 2019, the company sold 34,523,000 shares of common stock for total gross proceeds of approximately $7.3 million with the at-the-market public offering. Common Shares Issued for Services During the three and nine months ended September 30, 2019, the Company issued 1,112,388 and 2,952,369 shares of common stock to consultants, respectively. The total fair value of these issuances during the three and nine months ended September 30, 2019 was approximately $2.6 million and approximately $6.6 million, respectively, which was recognized as stock-based compensation during the three and nine months ended September 30, 2019. During the three and nine months ended September 30, 2018, the Company issued 419,371 and 776,737 shares of common stock to consultants, respectively. The total fair value of these issuances during the three and nine months ended September 30, 2018 was approximately $0.5 million and approximately $2.7 million, respectively, which was recognized as stock-based compensation during the three and nine months ended September 30, 2018. Common Shares Issued for Settlement During the three and nine months ended September 30, 2019, the Company issued 612,131 shares of common stock to Ermanno Santilli, the former CEO and Board member, and Silverback, an investment and business advisory firm, pursuant to their respective agreements. The total fair value of these issuances during the three and nine months ended September 30, 2019 was approximately $0.2 million and $0.2 million, respectively. Common Shares Issued for Purchase of Subsidiary During the three and nine months ended September 30, 2019, the Company issued 225,936 and 775,268 shares of common stock for the purchase of a 51% interest in Water Pilot, LLC. The total fair value of these issuances during the three and nine months ended September 30, 2019 was approximately $1.0 million and $2.2 million, respectively. |