Note 4 - COMMON STOCK AND PREFERRED STOCK | Stock Issuances During the year ended December 31, 2019, the Company issued 12,435,759 shares of common stock for cash and conversion of notes payable proceeds totaling $3,217,000. The Company also issued 2,301,007 shares of common stock to acquire technology and certain other assets of ClariCare Inc. (See Note 12). The Company also issued 66,666 shares of common stock as compensation to a former employee for services performed. The Company authorized 675,000 shares of restricted stock as compensation to certain executives and directors for services performed, of which 412,500 shares vested and were issued in 2019 with the remaining 262,500 shares vesting evenly in 2020 and 2021. Lastly, the Company issued 1,396,026 shares of restricted stock during 2019 related to the vesting of prior year restricted stock grants. During the year ended December 31, 2018, the Company issued 9,265,801 shares of common stock for cash proceeds totaling $2,649,000. The Company also issued 3,400,000 shares of common stock for the purchase of all of the outstanding common stock of Electro-Fish Media (See Note 12). The Company also issued 340,525 shares of common stock as compensation to certain directors and vendors for services performed. The Company issued 5,287,161 shares of restricted stock as compensation to certain executives and directors for services performed, of which 3,191,440 shares vested and were issued in 2018 with the remaining 2,095,720 shares vesting evenly in 2019 and 2020. Lastly, 348,167 shares of restricted stock issued by the Company in 2017 vested during 2018. Stock Options Certain employees and executives have been granted options or warrants that are compensatory in nature. A summary of option activity for the year ended December 31, 2019 and 2018 are presented below: Options Outstanding Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term in Years Aggregate Intrinsic Value Balance Outstanding - January 1, 2018 198,402 $ 10.40 0.7 $ - Granted 1,300,000 $ 0.25 10.2 Exercised - Forfeited/expired (142,245 ) $ 9.05 Balance Outstanding - December 31, 2018 1,356,157 $ 0.31 9.8 $ - Exercisable - December 31, 2018 489,490 $ 0.29 9.1 $ - Balance Outstanding - January 1, 2019 1,356,157 $ 0.31 9.8 $ - Granted 135,000 $ 0.15 9.2 Exercised - Forfeited (81,157 ) $ 1.17 Balance Outstanding - December 31, 2019 1,410,000 $ 0.24 9.2 $ - Exercisable - December 31, 2019 976,667 $ 0.24 9.2 $ - Nonvested Options Number of Options Weighted Average Grant Date Fair Value Weighted Average Remaining Years to Vest Nonvested - January 1, 2018 18,719 $ 10.40 0.7 Granted 1,300,000 $ 0.13 Vested (452,052 ) $ 0.31 Forfeited/expired - Nonvested - December 31, 2018 866,667 $ 0.13 1.6 Nonvested - January 1, 2019 866,667 $ 0.13 1.6 Granted 135,000 $ 0.15 Vested (568,334 ) $ 0.13 Forfeited/expired - Nonvested - December 31, 2019 433,333 $ 0.13 0.6 Future compensation related to nonvested awards expected to vest of $56,000 is estimated to be recognized over a weighted average vesting period of approximately 0.6 years. Restricted Stock Compensation On February 21, 2019, the Companys Board of Directors approved the grant of 200,000 restricted shares of common stock to Directors of the Company, for services to be rendered during 2019, all of which shares vested on December 31, 2019. Compensation expense related to this grant for the year 2019 was $50,000 based upon the estimated fair value of our common stock of $0.25 per share. On February 21, 2019, the Companys Board of Directors approved the grant of 475,000 restricted shares of common stock to management, for services rendered, of which 212,500 shares vested on the date of the Board of Director approval, with 131,250 shares vesting on each of the next two anniversary dates of the Board of Director approval. The total unvested restricted stock of 262,500 shares has been excluded from the shares of common stock outstanding on December 31, 2019 in the accompanying financial statements due to the restrictions on the shares. Compensation expense related to this grant for the year 2019 was approximately $81,000 based upon the estimated fair value of our common stock of $0.25 per share. Compensation expense of approximately $33,000 and $5,000 will be recognized related to this grant for each of the years 2020 and 2021, respectively. The Company plans to grant 1,000,000 restricted shares of common stock to an officer, for services rendered and a note extension, effective 2020. Compensation expense related to this planned grant for the year 2019 was $250,000 based upon the estimated fair value of our common stock of $0.25 per share, the offset to which is included in accrued expenses in the 2019 Consolidated Balance Sheets. On April 1, 2018, the Company reached an agreement with a Director of the Company, to issue 1,000,000 shares of restricted common stock as compensation for past services including securities offerings, financings, special projects and other matters similar in nature of which 333,333 shares vested upon issuance and 666,667 shares will vest evenly in 2019 and 2020. The total unvested restricted stock of 333,334 shares has been excluded from the shares of common stock outstanding on December 31, 2019 in the accompanying financial statements due to the restrictions on the shares. Compensation expense related to this grant for the year 2019 was approximately $83,000 based upon the estimated fair value of our common stock of $0.25 per share. Compensation expense related to this grant of approximately $31,000 will be recognized in 2020. On May 22, 2018, the Companys Board of Directors approved the grant of 4,287,161 shares of restricted common stock to management, for services rendered, of which 2,858,107 shares vested upon issuance and 1,429,054 shares vest evenly in 2019 and 2020. The total unvested restricted stock as of December 31, 2019 of 714,527 shares has been excluded from the shares of common stock outstanding on December 31, 2019 in the accompanying financial statements due to the restrictions on the shares. Compensation expense related to this grant for the year 2019 was approximately $179,000 based upon the estimated fair value of our common stock of $0.25 per share. Compensation expense related to this grant of approximately $67,000 will be recognized in 2020. On November 3, 2017, our Board of Directors approved and authorized the issuance of 2,500,000 restricted shares of common stock to Directors of the Company and certain employees according to the terms of the 2016 Employee Long-Term Incentive Compensation Plan. All shares for Mr. McDermott and Mr. Douglas vested on the date of Board of Director approval, with all other shares to vest as follows: 33% on the date of Board of Director approval, with 33% on each of the next two anniversary dates of the Board of Director approval. Compensation expense related to this grant for the year 2019 was approximately $96,000 based on the estimated fair value of our common stock of $0.25 per share. Of the 2,500,000 restricted shares of common stock authorized on November 3, 2017, there were 2,428,000 shares that vested and 72,000 shares that were forfeited as of December 31, 2019. Warrants During the year ended December 31, 2019, the Company issued 55,000 warrants related to subscriptions of common stock which warrants have an exercise price of $1.35 per share and will expire on December 31, 2020. During the year ended December 31, 2019, none of these warrants expired or were exercised. During the year ended December 31, 2018, the Company issued 4,002,646 warrants related to subscriptions of common stock which warrants have an exercise price of $1.35 per share and will expire on December 31, 2020. During the year ended December 31, 2018, 72,669 warrants expired and none were exercised. The outstanding warrants issued by the Company contain a provision that allows the Company to redeem any or all outstanding and unexercised Warrants at a redemption price of $0.001 per Warrant upon fourteen (14) days written notice in the event (i) a Registration Statement registering for sale under the Securities Act of 1933, as amended (the Act), the shares of the Companys Common Stock issuable upon exercise of these Warrants, has been filed with the Securities and Exchange Commission and is in effect on the date of written notice given by the Company to the holders of the warrants, (ii) there exists on the date of the written notice a public trading market for the Companys Common Stock and such shares are listed for quotation on the NASDAQ Stock Market or the OTC Bulletin Board, (iii) the public trading price of the Companys Common Stock has equaled or exceeded 150% of the Exercise Price, as then in effect, for twenty (20) of the preceding thirty (30) Trading Days immediately preceding the date of such notice, and (iv) the average daily trading volume during such period has been at least 50,000 shares. The holders of the Warrants called for redemption shall have the right to exercise the Warrants until the close of business on the date next preceding the date fixed for redemption. Warrants Weighted Average Exercise Price Outstanding at January 1, 2018 7,643,003 $ 1.34 Issued 4,002,646 $ 1.35 Exercised - Expired (72,669 ) Outstanding at December 31, 2018 11,572,980 $ 1.35 Outstanding at January 1, 2019 11,572,980 $ 1.35 Issued 55,000 $ 1.35 Exercised - Expired - Outstanding at December 31, 2019 11,627,980 $ 1.35 |