Stockholders' Deficit | NOTE 4 Stockholders Deficit Preferred Stock The Company has authorized 5,000,000 shares of preferred stock, par value $0.001 per share with such rights, preferences and limitation as may be set from time to time by resolution of the board of directors and the filing of a certificate of designation as required by Delaware General Corporation Law. Common Stock On August 12, 2015, GelTech signed a $10 million Purchase Agreement with Lincoln Park. The Company also entered into a Registration Rights Agreement with Lincoln Park whereby we agreed to file a registration statement related to the transaction with the SEC covering the shares that may be issued to Lincoln Park under the Purchase Agreement. Under the terms and subject to the conditions of the Purchase Agreement, GelTech has the right to sell, and Lincoln Park is obligated to purchase, up to $10 million in shares of the Companys common stock, subject to certain limitations, from time to time, over the 30-month period commencing on the date that a registration statement, which the Company agreed to file with the SEC pursuant to the Registration Rights Agreement, is declared effective by the SEC. The Company filed the registration statement with the SEC on October 5, 2015 and it was declared effective by the SEC on October 16, 2015. During the three months ended March 31, 2016, the Company issued 508,822 shares of common stock in exchange for $225,245 in connection with the Lincoln Park Purchase Agreement. During the three months ended June 30, 2016, the Company issued 507,129 shares of common stock in exchange for $182,030 in connection with the Lincoln Park Purchase Agreement. During the three months ended September 30, 2016, the Company issued 657,946 shares of common stock in exchange for $203,680 in connection with the Lincoln Park Purchase Agreement. In February 2016, the Company issued 428,032 shares of common stock to its president and principal shareholder in payment of accrued interest of $149,811 resulting in a loss on conversion of interest of $72,765. During the three months ended March 31, 2016, the Company issued 13,947 shares of common stock in payment of investor relation services values at $6,000. In addition, the Company issued 3,581 shares of common stock in payment of consulting services valued at $1,656. During the three months ended June 30, 2016, the Company issued 4,167 shares of common stock in payment of investor relation services valued at $2,000. In addition, the Company issued 3,489 shares of common stock in payment of consulting services valued at $1,611. In April 2016, the Company issued 296,371 shares of commons stock to its president and principal shareholder upon the conversion of accrued interest in the amount of $148,365 related to the advances under the Secured Revolving Convertible Promissory Note Agreement. No gain or loss will be recognized on the conversion as the conversion price used was the current price of the stock. In June 2016, the Company issued 428,572 shares of common stock and two year warrants to purchase 214,286 shares of common stock at an exercise price of $2.00 per share to a director and his wife in exchange for $150,000 in connection with a private placement. In July 2016, the Company issued 270,270 shares of common stock and two year warrants to purchase 135,135 shares of common stock for $2.00 per share in exchange for $100,000 in a private placement with an accredited investor. In July 2016, the Company issued 208,333 shares of common stock to its president and principal shareholder in payment of interest of $75,000 on a convertible note. In August 2016, the Company issued 2,328 shares of common stock to a consultant in exchange for services with a value of $900. Stock-Based Compensation Stock-based compensation expense recognized under ASC 718-10 for the period January 1, 2016 to September 30, 2016, was $351,053 for stock options granted to employees and directors. This expense is included in selling, general and administrative expenses in the unaudited consolidated statements of operations. Stock-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. At September 30, 2016 the total compensation cost for stock options not yet recognized was approximately $195,076. This cost will be recognized over the remaining vesting term of the options of approximately two years. Stock-based awards granted to non-employees, in the form of warrants to purchase the Companys common stock, are valued at fair value in accordance with the measurement and recognition criteria of ASC 505-50 "Equity Based payments to Non-Employees. Stock based compensation to non-employees recognized for the nine months ended September 30, 2016 was $61,211. In April 2016, the Company issued ten year options to purchase 30,000 shares of common stock at an exercise price of $0.39 per share to a new director. The options vest annually over three years, subject to the continued service on the board. The options were valued using the Black-Scholes option pricing model using a volatility of 103.79% based upon the historical price of the companys stock, a term of 6.5 years, using the simplified method and a risk free rate of 1.52%. The calculated fair value, $9,631 will be recognized over the requisite service period. Warrants to Purchase Common Stock Warrants Issued as Settlements In July 2016, the Company issued five year warrants to purchase 250,000 shares of common stock at an exercise price of $0.37 per share as part of a settlement. The warrants were valued using the Black-Scholes option pricing model using a volatility of 104.54% based upon the historical price of the companys stock, a term of five years, the term of the warrants and a risk free rate of 1.01%, resulting in a fair value of $70,631 which was included in loss on settlement for the nine months ended September 30, 2016. Warrants Issued for Cash or Services In January 2016, the Company granted a one year extension for warrants to purchase 3,968,258 shares of common stock which were set to expire at various dates in 2016. Of the warrants extended, 2,443,565 were held by our president and principal shareholder and a director. In connection with the extension, the Company recorded other expense of approximately $207,000 for the nine months ended September 30, 2016 representing the difference between the fair value of the old warrants and the extended warrants. In January 2016, the Company issued five year warrants to purchase 150,000 shares of common stock at an exercise price of $0.39 per share in exchange for legal services. The warrants were valued with the Black-Scholes option pricing model using a volatility of 103.14% based upon the historical price of the companys stock, a term of five years, the term of the warrants and a risk free rate of 1.49%. The calculated fair value, $44,477 was recorded as expense for the nine months ended September 30, 2016. During the nine months ended September 30, 2016, the Company issued two year warrants to purchase 2,570,854 shares of common stock at an exercise price of $2.00 per shares in connection with advances of $1,805,000 from its president and principal shareholder related to the convertible line of credit agreement. In June 2016, the Company issued two year warrants to purchase 214,286 shares of common stock at an exercise price of $2.00 per share to a director and his wife in connection with a private placement. In July 2016, the Company issued two year warrants to purchase 135,135 shares of common stock at an exercise price of $2.00 per share in exchange for $100,000 in private placement with an accredited investor. |