Equity | 3. Equity The following table illustrates the common stock transactions for the nine months ended September 30, 2019: Category Common Shares Cash, common shares 1,433,600 Services, common shares 21,717,241 Shares issued in Share Exchange and Ancillary Agreement 11,666,998 Total 34,817,839 During the nine months ended September 30, 2019, issued 1,433,600 shares of the Company’s .001 par value common stock, resulting in net proceeds of $1,183,000. During the nine months ended September 30, 2019, consultants received 21,717,241 shares of common stock for legal, professional, consulting and advisory services provided for the Company with a fair market value of $16,753,194. During the nine months ended September 30, 2019, the Company entered into a Share Exchange Agreement and an Ancillary Rights Agreement with Chemesis International Inc. In the Share Agreement, the Company issued 11,666,998 restricted shares of the Company’s common stock. During the nine months ended September 30, 2019, the Company authorized the issuance of 12,915,000 shares of common stock to Dorado Consulting, LLC, a related party (Note 6) for services rendered to the Company with a fair market value of $9,710,500. During the nine months ended September 30, 2019, the Company authorized the issuance of 3,000,000 shares of common stock to Leslie Ball, Chief Executive Officer (Note 6), for services rendered to the Company with a fair market value of $2,269,000. During the nine months ended September 30, 2019, the Company authorized the issuance of 3,315,000 shares of common stock to Thomas Gingerich, Chief Financial Officer (Note 6), for services rendered to the Company with a fair market value of $2,663,500. Acceleration of Shares due to Change of Control On July 31, 2019, the Board of Directors elected to effectuate Section 9 of Consulting Agreements to accelerate 14 quarters of bonus shares due to change of control. A total of 19,900,000 shares were issued at a fair market value of $14,925,000. The shares are included in the amounts in the preceding paragraph. Shares issued are as follow: Dorado Consulting, LLC, a related party 12,800,000 Les Ball 2,900,000 Tom Gingerich 2,900,000 GP Consulting, LLC 600,000 John Grainer 700,000 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, a related party. 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 September 30, 2019, the Company had outstanding warrants to purchase 6,995,796 shares of common stock (the “Warrants”). Each Warrant represents the right to purchase one share of common stock at various exercise prices per share for a period of two (2) or three (3) years from the date of issuance. Warrants Issued Exercise Price Expiration Date May 11, 2017 6,038,462 $ .50 May 11, 2020 February 23, 2018 232,334 $ 6.00 February 23, 2021 October 5, 2018 517,800 $ 2.50 October 5, 2020 March 8, 2019 207,200 $ 1.75 March 7, 2021 Total 6,995,796 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. No warrants were issued for compensation during the period ended September 30, 2019. Warrant Modification On July 31, 2019 the Board of Directors approved the reduction of exercise price of certain warrants from $.50 to $.005 in order to maintain certain officers and directors. As a result of the reduced exercise price, the Company recognized an additional $1,196,800 of compensation expense. All of the outstanding warrants granted were fully vested on the grant date. January 2019 Stock Offering In January and February 2019, the Company entered into a subscription agreement (the “January Agreement”) with selected accredited investors. Pursuant to the terms of the January Agreement, the Company offered up to $1,500,000 in units (each, a “Unit” and collectively, the “Units”) at a purchase price of $1.25 per Unit (the “January Offering”). Each Unit consisted of (i) one (1) share of the Company’s common stock, par value $0.001 per share (the “Shares”); and (ii) warrants to purchase shares of the Company’s common stock, par value $0.001 per share (the “ Warrants Private Placements On June 25, 2019, the Company conducted a private placement, pursuant to which it sold 400,000 shares of Common Stock, at a purchase price of $0.50 per share, to an investor, resulting in net proceeds to the Company of $200,000. The shares were issued pursuant to Regulation D under the Securities Act of 1933, as amended (the “Act”). On July 18, 2019, the Company conducted a private placement, pursuant to which it sold 412,000 shares of Common Stock, at a purchase price of $0.50 per share, to an investor, resulting in net proceeds to the Company of $206,000. The shares were issued pursuant to Regulation D under the Securities Act of 1933, as amended (the “Act”). Sale of Equity in Subsidiaries On March 29, 2019 the Company sold partial interests in its wholly owned subsidiaries to an investor as follows: Subsidiary % Sold Amount Received Point Arena Manufacturing, LLC 1.5 % $ 125,001 Point Arena Distribution, LLC 1.0 % 50,000 Green Room Palm Springs, LLC 1.5 % 158,571 Total $ 333,572 As a result of the transaction, the Company reported $328,819 as additional paid in capital and $4,753 as included in non-controlling interest. On April 29, 2019, the investor transferred his partial interest from Point Arena Distribution, LLC to Green Room Palm Springs, LLC. The investor also contributed the unit price difference of $2,857. On June 10, 2019 the Company sold partial interests in its wholly owned subsidiaries to an investor as follows: Subsidiary % Sold Amount Received Point Arena Manufacturing, LLC 2.5 % $ 208,435 Green Room Palm Springs, LLC 2.0 % 211,428 Total $ 419,863 As a result of the transaction, the Company reported $411,465 as additional paid in capital and $8,398 as included in non-controlling interest. During the three months ended September 30, 2019 the Company sold partial interests in its wholly owned subsidiaries to an investor as follows: Subsidiary % Sold Amount Received Point Arena Manufacturing, LLC 2.5 % $ 208,335 Green Room Palm Springs, LLC 1.0 % 105,714 Total $ 314,049 As a result of the transaction, the Company reported $296,263 as additional paid in capital and $17,786 as included in non-controlling interest. Share Exchange and Ancillary Rights Agreements – Chemesis International Inc. On March 30, 2019 the Company entered into a Share Exchange Agreement (the “Share Agreement”) and an Ancillary Rights Agreement (the “Ancillary Agreement”) with Chemesis International Inc., a British Columbian Corporation (“CADMF”). In the Share Agreement, the Company receives 7,291,874 restricted shares of common stock of CADMF and CADMF receives 11,666,998 restricted shares of the Company’s common stock. Closing date of the transaction was March 30, 2019. The exchange allows a mutual leak out. Beginning six months after the closing date, the Company shall be able to sell up to 1,215,313 of the CADMF shares and CADMF shall be able to sell 1,944,500 of the Company’s shares every six months, subject to compliance with any applicable securities laws and stock exchange rules. The Ancillary Rights Agreement (“Agreement”) contains the following representations: 1) CADMF will be entitled to nominate and have one member to the Company’s Board of Directors, as long as CADMF holds 10% or more of the Company’s issued and outstanding common shares. Likewise, the Company will be entitled to nominate and have one member on the CADMF Board of Directors, as long as the Company holds 5% or more of the issued and outstanding common shares. 2) If the Company proposes to issue shares to raise capital, CADMF has a participation right to subscribe for and purchase such number of shares to maintain its equity ownership percentage of the Company. 3) The Company will provide CADMF with the first right of refusal to produce any requested cannabis or hemp-based CBD products if CADMF has production facilities in the jurisdiction the Company has the request (i.e. California or Puerto Rico). CADMF has ten days to respond to the request of product. After that, the Company can request product from a third party. 4) The Agreement may be terminated by written agreement of the Company and CADMF or if CADMF ownership percentage decreases below 5% of the issued and outstanding shares of the Company. The Company recognized no compensation attributable to the Ancillary Rights Agreement during the period ended September 30, 2019. Share Exchange Agreement Effective August 28, 2019, eight shareholders of the Company into a Share Exchange Agreement with Chemesis International, Inc. (“Chemesis”), pursuant to which the shareholders exchanged 42,534,454 common shares and 1,000 preferred shares of GSRX for 14,880,705 shares of Chemesis. As a result of the exchange Chemesis owned 54,151,035 shares or 67.03% of the Company. Non-Controlling Interest The following schedule discloses the effects of changes in the Company’s ownership interest in its subsidiaries on the Company’s equity: For the Nine Months Ended September 30, 2019 Net loss attributable to GSRX Industries Inc. $ (28,099,596 ) Net Loss Attributable to Non-Controlling Interests (512,819 ) Change from net loss attributable to GSRX Industries Inc. and transfers to Non-Controlling Interest $ (28,612,415 ) |