| Equity | 3. Equity Authorized and Outstanding Capital
Stock The Company has authorized 100,000,000
shares of common stock, par value $0.001, of which 43,476,758 are currently issued and outstanding; an additional 190,000 shares
were purchased but not issued. The Company currently has 9,999,000 shares of “blank check” preferred stock, and 1,000
shares of Series A Preferred Stock which are issued and outstanding. Common Stock The holders of common stock are entitled
to one vote per share. In addition, the holders of the common stock will be entitled to receive ratably dividends, if any, declared
by the board of directors out of legally available funds; however, the current policy of the board of directors is to retain earnings,
if any, for operations and growth. Upon liquidation, dissolution or winding-up, the holders of common stock will be entitled to
share ratably in all assets that are legally available for distribution. The holders of common stock will have no preemptive, subscription,
redemption or conversion rights. The rights, preferences and privileges of holders of common stock will be subject to, and may
be adversely affected by, the rights of the holders of any series of preferred stock, which may be designated solely by action
of the board of directors and issued in the future. The following table illustrates the
common stock transactions for the six months ended June 30, 2018:
Preferred Common
Category Shares Shares
Cash, common shares 0 893,671
Services 0 1,487,500
Services, approved but not issued 0 550
Patents 0 200,000
Cash, common shares purchased but not issued as of the statement date 0 190,000
Total 0 2,771,721 On June 12, 2018 the Company issued
275 shares to Dr. Harlan Ribnik, Board Director, per letter agreement dated February 12, 2018. In connection with the appointment
of Dr. Ribnik, the Board authorized to pay Dr. Ribnik compensation as a member of the Board of the Corporation a quarterly fee
of shares of the Corporation’s Common Stock in an amount equal to One Thousand Five Hundred Dollars ($1,500) based on the
market price per share of the Corporation’s Common Stock on the last trading day of each quarter. On June 12, 2018 the Company issued
275 shares to Steve Farkas, Board Director, per letter agreement dated February 12, 2018. In connection with the appointment of
Mr. Farkas, the Board authorized to pay Mr. Farkas compensation as a member of the Board of the Corporation as follows: (i) a monthly
fee of One Thousand Dollars ($1,000); and (ii) a quarterly fee of shares of the Corporation’s common stock, par value $0.001
per share (the “Common Stock”), in an amount equal to One Thousand Five Hundred Dollars ($1,500) based on the market
price per share of the Corporation’s Common Stock on the last trading day of each quarter. Series A Preferred Stock The holder of Series A Preferred Stock shall
have full voting rights and shall vote together as a single class with the holders of the Company’s common stock. The holder
of Series A Preferred Stock is entitled to fifty-one percent (51%) of the total votes on all matters brought before shareholders
of the Company, regardless of the actual number of shares of Series A Preferred Stock then outstanding. In addition, the Company
is prohibited from issuing any other class of preferred stock without first obtaining the prior approval of the holders of Series
A Preferred Stock. All Series A Preferred stock issued and outstanding is held by Peach Management, LLC. Blank Check Preferred Stock The board of directors will be authorized,
subject to any limitations prescribed by law, without further vote or action by the common stockholders, to issue from time to
time shares of preferred stock in one or more series. Each series of preferred stock will have the number of shares, designations,
preferences, voting powers, qualifications and special or relative rights or privileges as shall be determined by the board of
directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive
rights. Warrants As of June 30, 2018, the Company had
outstanding warrants to purchase 6,038,462 shares of common stock (the “ Warrants The Company may issue warrants to non-employees
in capital raising transactions or for services. In accordance with guidance in ASC Topic 718, the cost of warrants issued to non-employees
is measured on the grant date based on the fair value. The fair value is determined using the Black-Scholes option pricing model.
The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the
benefit, which is generally the vesting period. All of the outstanding warrants granted
were fully vested on the grant date. 2018 Stock Offering On February 23, 2018, the Company entered
into a subscription agreement (the “February Agreement”) with selected accredited investors (each, an “Investor”
and collectively, the “Investors”). Pursuant to the terms of the February Agreement, the Company sold in a private
placement (the “February Offering”) an aggregate of 155,167 units (each, a “Unit” and collectively, the
“Units”) at a purchase price of $3.00 per Unit. The Offering resulted in $465,500 total gross proceeds. Each Unit consists
of (i) one (1) share of the Company’s common stock, par value $0.001 per share (the “Shares”); and (ii) one (1)
warrant to purchase shares of the Company’s common stock (each, a “Warrant” and together with the Units, Shares
and the common stock issuable upon exercise of the Warrants (the “Warrant Shares”), collectively, the “Securities”).
Each Warrant shall be exercisable at any time on or after the date of issuance for a period of three (3) years at an exercise price
per share equal to $6.00 per share, subject to adjustment as provided in the Warrant agreement. April 2018 Stock Offering On April 11, 2018, the Company entered
into a subscription agreement (the “April Agreement”) with selected accredited investors (each, an “Investor”
and collectively, the “Investors”). Pursuant to the terms of the April Agreement, the Company sold in a private placement
(the “April Offering”) 738,504 common shares at a purchase price of $3.50 per share. The Offering resulted in $2,584,765
total gross proceeds. The Offering was terminated on May 21, 2018. June 2018 Stock Offering On June 11, 2018, the Company entered
into a subscription agreement (the “April Agreement”) with selected accredited investors (each, an “Investor”
and collectively, the “Investors”). Pursuant to the terms of the April Agreement, the Company sold in a private placement
(the “June Offering”) 190,000 common shares at a purchase price of $2.50 per share. The Offering resulted in $475,000
total gross proceeds. The Offering was terminated on June 22, 2018. |
