Stockholders' Equity | NOTE 14 – STOCKHOLDERS’ EQUITY Common stock The Company is authorized to issue 3,000,000,000 shares of its common stock. All shares of common stock are equal to each other with respect to voting, liquidation, dividend, and other rights. Owners of shares are entitled to one vote for each share owned at any Shareholders’ meeting. The common stock of the Company does not have cumulative voting rights, which means that the holders of more than fifty percent (50%) of the shares voting in an election of directors may elect all of the directors if they choose to do so. Preferred stock The Company is authorized to issue 10,000,000 shares of its preferred stock with a no-par value per share. During the nine months ended April 30, 2018, the Company had the following equity transactions: Common shares issued for cash On October 3, 2017, the Company issued 1,200,000 shares of common stock for $300,000 in cash. The shares were issued at a fair value of $0.25 per share. On December 5, 2017, the Company issued 1,200,000 shares of common stock for $300,000 in cash. The shares were issued at a fair value of $0.25 per share. On January 18, 2018, the Company issued 3,250,000 shares of common stock for $812,500 in cash. The shares were issued at a fair value of $0.25 per share. On January 23, 2018 the COmpany issued 2,200,000 shares of common stock for $550,000 in cash. The shares were issued at a fair value of $.025 per share. On February 1, 2018 the Company issued 400,000 shares of common stock for $100,000 in cash. The shares were issued at a fair value of $0.25 per share. On February 22, 2018 the Company issued 510,000 shares of common stock for $127,500 in cash. The shares were issued at a fair value of $0.25 per share. On March 9, 20189 the Comany issued 1,200,000 shares of common stock for $300,000 in cash. The shares were issued at a fair value of $0.25 per share. On March 23, 2018 the Company issued 140,000 shares of common stock for $35,000 in cash. The shares were issued at a fair value of $0.25 per share. Common shares issued in lieu of cash for services On October 3, 2017, the Company issued 100,000 shares of common stock with a fair value of $40,000 for services provided by a vendor. The shares were issued at a fair value of $0.40 per share. On December 5, 2017, the Company issued 500,000 shares of common stock with a fair value of $365,000 for services provided by two vendors. The shares were issued at a fair value of $0.73 per share which approximated the fair value of the shares at the date of issuance. On January 18, 2018, the Company issued 3,000 shares of common stock with a fair value of $2,070 for services provided by a vendor. The shares were issued at a fair value of $0.69 per share which approximated the fair value of the shares at the date of issuance. On January 31, 2018, the Company issued 41,970 shares of common stock with a fair value of $15,000 for professional services. The shares were issued at a fair value of $0.35 per share which approximated the fair value for the period in which the services were performed. On March 23, 2018, the Company issued 50,000 shares of common stock with a fair value of $18,500 for services provided by a vendor. The shares were issued at a fair value of $0.37 per share. On April 3, 2018, the Company issued 100,000 shares of common stock with a fair value of $58,000 for services provided by a vendor. The shares were issued at a fair value of $0.58 per share. On April 3, 2018, the Company issued 10,000 shares of common stock with a fair value of $31,299 for services provided by a vendor. The shares were issued at a fair value of $0.54 per share. On April 24, 2018, the Company issued 26,666 shares of common stock with a fair value of $20,799 for services provided by a vendor. The shares were issued at a fair value of $0.78 per share. On April 24, 2018, the Company issued 25,000 shares of common stock with a fair value of $10,500 for services provided by a vendor. The shares were issued at a fair value of $0.42 per share. Stock Options In February 2017, the Board of Directors adopted and approved the 2017 Stock Option Plan. The Stock Option Plan is administered by the Board of Directors and provides for the grant of stock options to eligible individual including directors, executive officers and advisors that have furnished bona fide services to the Company . The Stock Option plan also has terms and conditions, including without limitations that the exercise price for incentive stock options granted under the Stock Option Plan must equal the stock's fair market value, based on the closing price per share of common stock, at the time the stock option is granted. The fair value of each option award is estimated on the date of grant utilizing the Black-Scholes model and commonly utilized assumptions associated with the Black-Scholes methodology. Options granted under the Plan have a ten-year maximum term and varying vesting periods as determined by the Board. The Company's policy is to issue new shares to satisfy option exercises. To date, no options have been issued pursuant to the 2017 Plan. On August 11, 2017, the Board of Directors authorized the grant of 5,835,000 options to purchase shares of common stock of the Company to certain officers related to their employment agreements (the “Listing Options”). The Listing Options will vest and be immediately exercisable on the date the Company's stock is traded on the American Stock Exchange, the New York Stock Exchange, or any of the NASDAQ trading tiers. The Listing Options shall have an exercise price equal to the closing price on the date such trading commences. As of April 30, 2018, management has determined the probability of such an event is doubtful and, therefore, has not recognized any compensation expense to date regarding the Listing Options. The Listing Options were issued outside the 2017 Plan. On August 11, 2017, the Board of Directors authorized the grant of 11,750,000 options to purchase shares of common stock of the Company to certain officers. The options have an exercise price of $0.40 and expire five years from the date of grant. 2,937,500 of the options vested immediately on the grant date and the remainder shall vest 25% annually upon each anniversary of the grant date. For the three months ended April 30, 2018, the Company recognized a fair value of $178,572 for the vested options and the ratable recognition of unvested options as stock-based compensation. For the nine months ended April 30, 2018, the Company recognized a fair value of $1,257,003 for the vested options and the ratable recognition of unvested options as stock-based compensation. Unrecognized compensation related to the option grant is $1,616,147 as of April 30, 2018, to be recognized over the remaining life of the options. These options were issued outside the 2017 Plan. On August 11, 2017, the Board of Directors authorized the grant of 10,000,000 options to purchase shares of common stock of the Company to its Chief Executive Officer. The options have an exercise price of $0.40 per share and expire five years from the date of grant. 2,000,000 options vested on the date of grant. The fair value of the grant was $489,047 which was recognized as stock-based compensation at the date of grant. The remaining 8,000,000 options contained market and performance conditions, of which 4,000,000 options are to vest based on market conditions being met and 4,000,000 options will vest upon achievement of certain performance objectives. Management has assessed the likelihood of market conditions and the probability of performance conditions being realized and recognize a fair value of $36,681 in stock-based compensation for the three months ending April 30, 2018, and $122,270 for the nine months ending April 30, 2018. These options were issued outside the 2017 Plan. On September 26, 2017, the Board of Directors also authorized the grant of 500,000 options to purchase shares of common stock of the Company to certain directors. These options have an exercise price of $0.40 and expire on September 26, 2021. The fair value of the grant was $137,056 which the Company recognized as stock-based compensation for the nine months ended April 30, 2018. The options vested immediately at the date of grant. The Company has estimated the fair value of all option grants using the Black-Scholes model with the following information and range of assumptions: Risk-free interest rate 1.57% - 2.79% Expected volatility of common stock 166% - 200% Dividend yield 0.00% Expected life of option/warrant Three to Five Years There were no options granted during the three months ended April 30, 2018. The following is a summary of the Company's options issued for the nine months ended April 30, 2018: For the nine months ended Options Price Beginning balance - - Issued 28,085,000 $ 0.40 Exercised - - Expired - - Ending balance 28,085,000 $ 0.40 The following table summarizes additional information about the options as of April 30, 2018: Date of Grant Options outstanding Options exercisable Exercise price Remaining term (years) August 11, 2017 5,835,000 - $ 0.40 4.53 August 11, 2017 11,750,000 2,937,500 0.40 4.53 August 11, 2017 10,000,000 2,000,000 0.40 4.53 September 26, 2017 500,000 500,000 0.40 3.65 Total options 28,085,000 5,437,500 $ 0.40 4.51 The following is a summary of the Company's options outstanding as of April 30, 2018: Exercise Expiration Date in Price 2021 2022 Total $ 0.40 500,000 27,585,000 28,085,000 Totals 500,000 27,585,000 28,085,000 Total compensation charged against operations was $216,250 for the three months ended April 30, 2018. Total compensation charged against operations was $2,005,367 for the nine months ended April 30, 2018. The total value of the option awards is expensed ratably over the vesting period as defined in each grant. As of April 30, 2018, the unrecognized compensation cost related to stock-based options and awards was $2,227,455 to be recognized over the requisite service period as defined in each grant. Warrants On September 24, 2017, the Company issued 1,000,000 warrants to purchase shares of the Company's common stock for the price of $0.40 per share to members of the Company's Board of Directors and consultants in lieu of cash for services. The term of each warrant is 4 years commencing with the issuance date. On November 28, 2017, the Company issued 1,200,000 warrants to purchase shares of the Company's common stock for the price of $0.50 to a consultant in lieu of cash for services. The term of the warrants is two years from the date of issuance and vest at a rate of 100,000 per month from the date of issuance. The fair value of the warrants at the date of issuance was $457,045, which will be charged to operations ratably over twelve months. For the three and nine months ended April 30, 2018, the Company charged $114,261 and $190,435, respectively, to operations related to the warrant grant. As of April 30, 2018, 500,000 warrants were exercisable. On January 31, 2018, the Company issued 17,975 warrants to purchase shares of the Company's common stock for the price of $0.74 per share to consultants in lieu of cash for services valued at $11,798. The term of each warrants is 5 years commencing on the issuance date. On January 31, 2018, the Company issued 25,000 warrants to purchase shares of the Company's common stock for the price of $0.65 per share to a consultant in lieu of cash for services valued at $14,856. The term of each warrants is 3 years commencing on the issuance date. On February 1, 2018, the Company issued 300,000 warrants to purchase shares of the Company's common stock for the price of $0.40 per share to a consultant in lieu of cash for services valued at $82,233. The term of each warrants is 5 years commencing on the issuance date. On February 1, 2018, the Company issued 400,000 warrants to purchase shares of the Company's common stock for the price of $0.60 per share to a consultant in lieu of cash for services valued at $237,690. The term of each warrants is 3 years commencing on the issuance date. On February 1, 2018, the Company issued 5,000 warrants to purchase shares of the Company's common stock for the price of $0.60 per share to a consultant in lieu of cash for services valued at $3,282. The term of each warrants is 4 years commencing on the issuance date. On February 1, 2018, the Company issued 12,125 warrants to purchase shares of the Company's common stock for the price of $0.64 per share to a consultant in lieu of cash for services valued at $6,790. The term of each warrants is 5 years commencing on the issuance date. On March 19, 2018, the Company issued 35,000 warrants to purchase shares of the Company's common stock for the price of $0.67 per share to a consultant in lieu of cash for services valued at $20,587. The term of each warrants is 5 years commencing on the issuance date. On March 26, 2018, the Company issued 66,666 warrants to purchase shares of the Company's common stock for the price of $1.00 per share to a consultant in lieu of cash for services valued at $32,670. The term of each warrants is 3 years commencing on the issuance date. On March 31, 2018, the Company issued 23,875 warrants to purchase shares of the Company's common stock for the price of $0.60 per share to a consultant in lieu of cash for services valued at $12,334. The term of each warrants is 5 years commencing on the issuance date. On April 6, 2018, the Company issued 30,000 warrants to purchase shares of the Company's common stock for the price of $0.40 per share to a consultant in lieu of cash for past services valued at $14,214. The term of each warrants is 4 years commencing on the issuance date. On April 30, 2018, the Company issued 21,525 warrants to purchase shares of the Company's common stock for the price of $0.40 per share to a consultant in lieu of cash for services valued at $8,456. The term of each warrants is 5 years commencing on the issuance date. The Company has estimated the fair value of these warrant grants using the Black-Scholes model with the following information and assumptions for the three months ended April 30, 2018 and 2017: For the three months ended April 30, 2018 April 30, 2017 Warrants issued 3,273,832 - Weighted average exercise price $ 0.61 NA Weighted average volatility 168.97% NA Weighted average term (years) 4.29 NA Weighted average risk-free rate 2. 54% NA The Company has estimated the fair value of these warrant grants using the Black-Scholes model with the following information and assumptions for the nine months ended April 30, 2018 and 2017: For the nine months ended April 30, 2018 April 30, 2017 Warrants issued 1,030,857 - Exercise price $0.40 to $1.00 NA Weighted average expected volatility 168.97% NA Expected term 3.66 NA Risk-free rate 2.54% NA The fair value of the warrants was $987,718, of which $610,778 and $376,940 has been recognized as stock-based compensation for the three months and nine months ended April 30, 2018, respectively. As of April 30, 2018, there is $266,610 unrecognized compensation cost related to the warrants. The following is a summary of the Company's warrants issued for the three and nine months ended April 30, 2018 and 2017: For the three months ended April 30, 2018 April 30, 2017 Warrants Price (a) Warrants Price (a) Beginning balance 4,917,515 $ 0.60 2,674,576 $ 0.60 Issued 1,030,857 0.62 - - Exercised - - - - Ending balance 5,948,408 $ 0.62 2,674,576 $ 0.60 For the nine months ended April 30, 2018 April 3, 2017 Warrants Price (a) Warrants Price (a) Beginning balance 2,674,576 $ 0.60 2,674,576 $ 0.60 Issued 3,273,832 0.62 - - Exercised - - - - Ending balance 5,948,408 $ 0.62 2,674,576 $ 0.60 (a) Weighted average The following table summarizes information about warrants outstanding as of April 30, 2018: Exercise Expiration Date In Price 2019 2020 2021 2022 2023 Total $ 0.40 - - 1,030,000 300,000 - 1,330,000 $ 0.43 - - - - 21,525 21,525 $ 0.50 - 1,200,000 - - - 1,200,000 $ 0.60 2,674,576 - 400,000 5,000 23,875 3,103,451 $ 0.64 - - - 12,125 12,125 $ 0.67 - - 25,000 - 35,000 60,000 $ 0.74 - - - - 17,975 17,975 $ 1.00 - - 203,332 - - 203,332 2,674,576 1,200,000 1,658,332 305,000 110,500 5,948,408 At April 30, 2018, the Company had reserved 34,033,408 shares for future exercise of warrants and options. |