6. Stockholders' Equity | 3 Months Ended |
Mar. 31, 2015 |
Equity [Abstract] | |
Stockholders' Equity | Authorized Capital |
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The Company has 500,000,000 authorized shares of Common Stock at $0.0001 par value per share and 100,000,000 authorized shares of Preferred Stock at $0.0001 par value per share. |
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On October 1, 2012, the Company filed a certificate of designation with the Secretary of State of Nevada to designate 5,000 shares of Series B Non-convertible Preferred Stock, at $0.0001 par value per share. The Series B shares do not include any voting rights and allow for monthly dividends in an amount equal to the sum of 1) 10% of the amount of gross sales in excess of $1 million collected in the ordinary course of business, not to exceed $150,000, and 2) 15% of the amount of gross sales in excess of $2.5 million collected in the ordinary course of business. At each of March 31, 2015 and December 31, 2014, there were 5,000 shares of Series B Preferred Stock outstanding. |
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On March 27, 2014, each of the holders of shares of Series B Preferred Stock entered into a purchase option agreement with the Company. Each agreement grants the Company an option to purchase any or all shares of Series B Preferred Stock held by the holder at any time through March 27, 2016 at a purchase price of $5,000 per share. Each holder agreed not to transfer or dispose of any shares of Series B Preferred Stock during the term of the option, other than to the Company upon an exercise of the option. Any exercise of an option is completely at the Company's discretion. |
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On October 7, 2012, the Company filed a certificate of designation with the Secretary of State of Nevada to designate 1,000,000 shares of Series C Convertible Preferred Stock, at $0.0001 par value per share. The Series C shares were convertible into shares of Common Stock by the quotient of 1 divided by the product of 0.80 multiplied by the market price of the Company’s Common Stock at the date of conversion. The Series C shares also included voting rights of 25 votes for every share of Series C Preferred Stock and were entitled to dividends at the same time any dividend was paid or declared on any shares of the Company’s Common Stock. Pursuant to their terms, all of the shares of Series C Preferred Stock were converted into shares of Common Stock on December 31, 2013. |
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On March 17, 2014, the Company filed a Certificate of Designation with the Secretary of State of Nevada authorizing up to 200,000 shares of Series D Convertible Preferred Stock at $0.0001 par value per share ("Series D Preferred Stock"). Each share of Series D Preferred Stock is convertible into the number of shares of Common Stock equal to the quotient of 5 divided by the product of 0.80 multiplied by the market price, as defined in Certificate of Designation, of the Company’s Common Stock at the date of conversion. After the earlier of the date the trading volume of the Common Stock exceeds an aggregate of 3,000,000 shares in any 30 day period or the date the Company sells shares of Common Stock in a firm commitment underwritten public offering with aggregate gross proceeds of at least $30,000,000, each share of Series D Preferred Stock shall be convertible into the number of shares of Common Stock equal to the quotient of (i) 5 divided by (ii) the market price of the Common Stock. All shares of Series D Preferred Stock outstanding on the second anniversary of the original issuance date shall be automatically converted into shares of Common Stock. |
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The Series D shares also include voting rights of 1 vote for every share of Series D Preferred Stock and are entitled to dividends, at the same time any dividend is paid or declared on any shares of the Company’s Common Stock The dividends are to be in an amount equal to the amount such holder would have received if the Series D Preferred Stock were converted to Common Stock. As of March 31, 2015 and December 31, 2014, there were 50,000 and 200,000 shares of Series D Preferred Stock outstanding, respectively. |
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On August 21, 2014, the Company filed a Certificate of Designation with the Secretary of State of Nevada authorizing 100,000 shares of Series E Convertible Preferred Stock at a par value of $.0001 per share. The Series E shares are convertible into the number of shares of Common Stock equal to the quotient of 8 divided by the average market price of the Company’s Common Stock for thirty trading days prior to the date of conversion, multiplied by the number of Series E shares being converted. Any Series E shares which remain outstanding on August 28, 2016 will be automatically converted into Common Stock using the prescribed formula. The Series E shares also include voting rights of 1 vote for every share of Series E Preferred Stock and are entitled to dividends at the same time any dividend is paid or declared on any shares of the Company’s Common Stock. The dividends are to be in an amount equal to the amount such holder would have received if the Series E Preferred Stock were converted to Common Stock at the same time any dividend is paid or declared on any shares of the Company’s Common Stock. As of March 31, 2015 and December 31, 2014, there were 45,000 and 100,000 shares of Series E Preferred Stock outstanding, respectively. |
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Preferred Stock |
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During the three months ended March 31, 2015 and 2014, the Series B preferred shareholders earned dividends totaling $523,050 and $913,563, respectively. |
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On March 18, 2014, 200,000 shares of Series D Preferred Stock of the Company were issued to the previous owners of Clinlab pursuant to a stock purchase agreement whereby the Company purchased all of the outstanding stock of Clinlab. On March 20, 2015, 150,000 shares of this Series D Preferred stock were converted into 125,334 shares of common stock. |
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On August 28, 2014, 100,000 shares of Series E Preferred Stock of the Company were issued to the previous owner of Epinex pursuant to a stock purchase agreement whereby the Company purchased all of the outstanding stock of Epinex. On March 3, 2015, 55,000 shares of this Series E Preferred stock were converted into 58,856 shares of common stock. |
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Common Stock |
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During the three months ended March 31, 2015 , the Company issued an aggregate of 259,190 shares of the Company’s common stock; 184,190 were issued in connection with the conversions of the Series D and E Preferred Stock and 75,000 shares, valued at $4.00 per share, were issued as compensation to two employees pursuant to employment agreements. |
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2013 Equity Plan |
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On September 25, 2013, the Company’s board of directors approved and adopted the Medytox Solutions, Inc. 2013 Incentive Compensation Plan (the “2013 Plan”). The 2013 Plan was approved by a majority of stockholders of the Company on November 22, 2013. The 2013 Plan provides for the grant of shares of common stock, options, performance shares, performance units, restricted stock, stock appreciation rights and other awards. |
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The following summarizes activity under the 2013 Plan through March 31, 2015: |
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Shares approved for issuance at plan inception | | | 5,000,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Options granted in 2014 | | | (1,435,000 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Options cancelled in 2014 | | | 10,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Restricted shares issued in 2014 | | | (210,000 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Balance at December 31, 2014 and March 31, 2015 | | | 3,365,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Stock Options |
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The following summarizes options outstanding at March 31, 2015: |
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| | | | | | Weighted | | | | | | | | | | | | | | | | | | | | | |
| | | | | | average | | | | | | | | | | | | | | | | | | | | | |
| | | Options | | | exercise | | | | | | | | | | | | | | | | | | | | | |
| | | Outstanding | | | price | | | | | | | | | | | | | | | | | | | | | |
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Balance at March 31, 2015 | | | | 24,225,000 | | | $ | 5.47 | | | | | | | | | | | | | | | | | | | | | |
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The following table summarizes information with respect to stock options outstanding and exercisable by employees, directors and consultants at March 31, 2015: |
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| | | | Options outstanding | | | Options vested and exercisable | |
| | | | | | | | Weighted | | | | | | | | | | | | |
| | | | | | | | average | | | Weighted | | | | | | | | | | | Weighted | | | | | |
| | | | | | | | remaining | | | average | | | Aggregate | | | | | | | average | | | Aggregate | |
Exercise | | | Number | | | contractual | | | exercise | | | intrinsic | | | Number | | | exercise | | | intrinsic | |
price | | | outstanding | | | life (years) | | | price | | | value | | | vested | | | price | | | value | |
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$2.50 | | | | 9,475,000 | | | | 3.37 | | | $2.50 | | | $ | 14,212,500 | | | | 8,987,500 | | | $2.50 | | | $ | 13,481,250 | |
$5.00 | | | | 7,750,000 | | | | 2.99 | | | $5.00 | | | | – | | | | 7,700,000 | | | $5.00 | | | | – | |
$10.00 | | | | 7,000,000 | | | | 8.01 | | | $10.00 | | | | – | | | | 7,000,000 | | | $10.00 | | | | – | |
| | | | | 24,225,000 | | | | | | | $5.47 | | | $ | 14,212,500 | | | | 23,687,500 | | | $5.53 | | | $ | 13,481,250 | |
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During the three months ended March 31, 2014, the Company issued options to purchase a total of 100,000 shares of the Company’s common stock to an employee pursuant to terms of an employment agreement. These options had contractual lives of two years and were valued at an average grant date fair value of $0.25 per option, or $25,000, using the Black-Scholes Option Pricing Model with the following assumptions: |
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Stock price | $2.50 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Expected term | 1 year | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Expected volatility | 24.43% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Risk free interest rate | 0.30% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dividend yield | 0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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The stock price was based on the price of shares sold to investors and volatility was based on comparable volatility of other companies since the Company had no significant historical volatility. |
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During the three months ended March 31, 2014, the Company issued options to purchase a total of 1,035,000 shares of the Company’s common stock to various employees. These options had contractual lives of ten years and were valued at an average grant date fair value of $0.70 per option, or $724,500, using the Black-Scholes Option Pricing Model with the following assumptions: |
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Stock price | $2.50 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Expected term | 5.375 years | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Expected volatility | 27.72% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Risk free interest rate | 1.46% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dividend yield | 0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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The stock price was based on the price of shares sold to investors and volatility was based on comparable volatility of other companies since the Company had no significant historical volatility. As of March 31, 2015, all of these options had vested and the Company recognized $52,024 of stock-based compensation expense for the three months ended March 31, 2015. |
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In May 2014, the Company issued options to purchase a total of 300,000 shares of the Company’s common stock to a director. These options had contractual lives of four years and were valued at an average grant date fair value of $0.18 per option, or $54,000, using the Black-Scholes Option Pricing Model with the following assumptions: |
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Stock price | $2.50 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Expected term | 2 years | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Expected volatility | 24.43% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Risk free interest rate | 0.43% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dividend yield | 0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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The stock price was based on the price of shares sold to investors and volatility was based on comparable volatility of other companies since the Company had no significant historical volatility. As of March 31, 2015, 200,000 of these options had vested and the Company recognized $4,438 of stock-based compensation expense for the three months ended March 31, 2015. |
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As of March 31, 2015, there were unrecognized compensation costs of $2,959 related to stock options. The Company expects to recognize those costs over a weighted average period of .16 years as of March 31, 2015. Future option grants will increase the amount of compensation expense to be recorded in these periods. |
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Warrants |
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The following table summarizes warrant transactions for the three months ended March 31, 2015: |
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| | | | | | | | Weighted | | | | | | | | | | | | | | | | | | |
| | | | | Weighted | | | average | | | | | | | | | | | | | | | | | | |
| | | | | average | | | remaining | | | Aggregate | | | | | | | | | | | | | | | |
| | Number | | | exercise | | | contractual | | | intrinsic | | | | | | | | | | | | | | | |
| | of warrants | | | price | | | term (years) | | | value | | | | | | | | | | | | | | | |
Outstanding and Exercisable at December 31, 2014 | | | 300,000 | | | $ | 3.33 | | | | – | | | $ | – | | | | | | | | | | | | | | | |
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Outstanding and Exercisable at March 31, 2015 | | | – | | | $ | – | | | | – | | | $ | – | | | | | | | | | | | | | | | |
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Weighted Average Grant Date Fair Value | | | | | | $ | – | | | | | | | | | | | | | | | | | | | | | | | |
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The warrants were issued by the Company in 2013 to two individuals in connection with obligations entered into by the Company’s subsidiaries. These warrants had contractual lives of two years and expired in January 2015. |
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Basic and Diluted Income per Share |
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The Company computes income per share in accordance with ASC 260, "Earnings per Share", which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing income available to common shareholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all potential dilutive equivalent shares of common stock outstanding during the period using the treasury stock method and convertible debt and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options, convertible debt, convertible preferred stock, or warrants. |
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Basic and Diluted EPS were calculated as follows: |
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| | Three Months Ended March 31, | | | | | | | | | | | | | | | | | | | | | | | |
| | 2015 | | | 2014 | | | | | | | | | | | | | | | | | | | | | | | |
Basic: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Numerator - net income available to common stockholders | | $ | 483,959 | | | | 3,389,970 | | | | | | | | | | | | | | | | | | | | | | | |
Denominator - weighted-average shares outstanding | | | 29,141,679 | | | | 30,043,053 | | | | | | | | | | | | | | | | | | | | | | | |
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Net income per share - Basic | | $ | 0.02 | | | $ | 0.11 | | | | | | | | | | | | | | | | | | | | | | | |
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Diluted: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income available to common stockholders | | $ | 483,959 | | | $ | 3,389,970 | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense on convertible debt, net of taxes | | | 46,912 | | | | 3,700 | | | | | | | | | | | | | | | | | | | | | | | |
| | | 530,871 | | | | 3,393,670 | | | | | | | | | | | | | | | | | | | | | | | |
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Denominator: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted-average shares outstanding | | | 29,141,679 | | | | 30,043,053 | | | | | | | | | | | | | | | | | | | | | | | |
Weighted-average equivalent shares options and warrants | | | 866,378 | | | | – | | | | | | | | | | | | | | | | | | | | | | | |
Weighted-average equivalent shares from convertible debt | | | 1,000,000 | | | | 222,222 | | | | | | | | | | | | | | | | | | | | | | | |
Weighted-average equivalent shares from Series C convertible preferred stock | | | – | | | | – | | | | | | | | | | | | | | | | | | | | | | | |
Weighted-average equivalent shares from Series D convertible preferred stock | | | 179,776 | | | | 72,222 | | | | | | | | | | | | | | | | | | | | | | | |
Weighted-average equivalent shares from Series E convertible preferred stock | | | 82,079 | | | | – | | | | | | | | | | | | | | | | | | | | | | | |
| | | 31,269,912 | | | | 30,337,497 | | | | | | | | | | | | | | | | | | | | | | | |
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Net income per share - Diluted | | $ | 0.02 | | | $ | 0.11 | | | | | | | | | | | | | | | | | | | | | | | |
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Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of March 31, 2015 and 2014, the following potential common stock equivalents were excluded from the calculation of Diluted EPS as their effect was anti-dilutive: |
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| | March 31, | | | | | | | | | | | | | | | | | | | | | | | |
| | 2015 | | | 2014 | | | | | | | | | | | | | | | | | | | | | | | |
Stock options outstanding | | | 24,225,000 | | | | 23,995,000 | | | | | | | | | | | | | | | | | | | | | | | |
Warrants outstanding | | | – | | | | 346,400 | | | | | | | | | | | | | | | | | | | | | | | |
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| | | 24,225,000 | | | | 24,341,400 | | | | | | | | | | | | | | | | | | | | | | | |
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