Stockholders' Equity Disclosure | NOTE 10 - STOCKHOLDERS’ EQUITY Preferred Stock The Company is authorized to issue up to 25,000,000 shares of preferred stock having a par value of $0.001 per share. During 2013 the Company issued 903,500 shares of its Series C preferred stock at $10 per share for gross proceeds of $9,035,000. Each share of Series C preferred stock was convertible into 10 shares of the Company’s common stock and is subject to automatic conversion upon the Company’s common stock trading at least $2.18 per share for 60 consecutive calendar days. The Series C preferred stock provided for an 8% dividend if paid in cash or a 12% dividend if paid in shares of common stock. The Holder of the Series C preferred stock received common stock purchase warrants to purchase one share for every two shares of common stock issuable upon conversion of Series C Preferred Stock. During 2012 the Company issued 283,052 shares of its Series B preferred stock at $10 per share for proceeds of $2,830,520. Each share of Series B preferred stock is convertible into 10 shares of the Company’s common stock and was subject to automatic conversion upon the Company’s common stock trading at least $2.20 per share for 60 consecutive days. The Series B preferred stock provided for an 8% dividend if paid in cash or a 12% dividend if paid in shares of common stock. The Holder of the Series B preferred stock received common stock purchase warrants to purchase one share for every two shares of common stock issuable upon conversion of Series B Preferred Stock. During the year ended December 31, 2014, 570,000 shares of the Series C preferred stock with the related accrued dividends were converted into 6,386,729 shares of common stock. During the year ended December 31, 2013, 129,250 shares of the Series A, 380,902 shares of the Series B and 333,500 shares of the Series C preferred stock with the related accrued dividends were converted into an aggregate of 9,631,853 shares of common stock. During the year ended December 31, 2012, 70,750 shares of the Series A preferred stock with the related accrued dividends were converted into 790,417 shares of common stock. The Company has accrued a preferred dividend payable of $-0-, $403,690 and $440,287 on the preferred stock as of December 31, 2014, 2013 and 2012, respectively. The Warrants attached to the Series A, B and C preferred stock are substantially the same. Upon the exercise of a Class A Warrant for the $3.00 Exercise Price, the Holder received one share of Common Stock and a Class B Common Stock Purchase Warrant (“Class B Warrant”) to purchase one share of Common Stock at $6.00 per share, subject to redemption and/or temporary reduction by the Company. The Class B Warrants shall be exercisable into shares of Common Stock at any time, or from time-to-time, up to and including 5:00 p.m. (Pacific Coast Time) on the third anniversary date from the date of the last issuance of the Class B Warrants, unless previously called or extended by the Company on thirty (30) days’ prior written notice; provided, however, if such date is not a Business Day, then on the Business Day immediately following such date. Upon the exercise of the Class B Warrant for the $6.00 Exercise Price, the Holder shall receive one share of Common Stock and a Class C Common Stock Purchase Warrant (“Class C Warrant”) to purchase one share of Common Stock at $12.00 per share, subject to redemption and/or temporary reduction by the Company. The Class C Warrant shall be exercisable into shares of Common Stock at any time, or from time-to-time, up to and including 5:00 p.m. (Pacific Coast Time) on the third anniversary date from the date of the last issuance of the Class C Warrants, unless previously called or extended by the Company on thirty (30) days’ prior written notice; provided, however, if such date is not a Business Day, then on the Business Day immediately following such date. The Company will determine the value of the Class B Warrant when the Class A Warrants are exercised and the value of the Class C Warrant when the Class B Warrants are exercised. The Series A Warrants have all been exercised or expired as of December 31, 2014. There are 8,521,654 Series B Warrants outstanding as of December 31, 2014. Common Stock The Company is authorized to issue up to 500,000,000 shares of common stock having a par value of $0.001 per share. The Company issued 6,386,729 shares of its common stock upon the conversion of 570,000 shares of preferred stock and accrued dividends of $1,907,273 . The Company issued 1,750,000 shares of common stock to the CEO of BE Capital valued at $4,602,500 and issued 3,729,604 shares of common stock for an equity interest in a battery manufacturing company valued at $8,000,01 . The Company issued 718,720 shares for consulting services valued at $1,596,735 and 11,467,817 shares upon the exercise of warrants and options for cash of $12,710,411 . The Company issued 10,000,000 shares for cash of $10,000,000 . During the year ended December 31, 2013 the Company issued 389,358 shares of its common stock upon the conversion of $573,548 of debt. The Company issued 9,631,853 shares of its common stock upon the conversion of 843,652 shares of preferred stock and accrued dividends of $3,225,047 . The Company issued 64,263 shares of common stock for manufacturing equipment valued at $195,359 and issued 20,578,211 shares of common stock for construction projects and energy storage and monitoring technologies. The Company issued 1,110,383 shares for consulting services valued at $2,768,237 and 8,007,870 shares upon the exercise of warrants and options for cash of $12,396,321 and notes receivable of $1,600,000. The Company cancelled 92,115 common shares previously issued as consideration for a line of credit valued at $298,453 and 366,529 common shares which were issued for rights to certain solar projects. During the year ended December 31, 2012 the Company issued 1,220,501 shares of its common stock upon the conversion of $1,464,313 of debt. The Company issued 790,417 shares of its common stock upon the conversion of 70,750 shares of preferred stock and accrued dividends of $111,924 . The Company issued 366,529 shares of common stock for certain solar project rights valued at $486,650 and cancelled 75,000 shares of common stock for the termination of rights to technology valued at $253,917. The Company issued 370,741 shares for consulting services valued at $497,429 and 467,723 shares upon the exercise of warrants and options valued at $128,611 . The Company cancelled 84,180 common shares as consideration for the exercise of warrants and 877,364 common shares in exchange for a stock subscription receivable. Incentive Stock Option and Warrant Grants to Consultants and Employees 2009 Equity Incentive Plan During the year ended December 31, 2014, the Company granted 2,110,000 stock purchase options to its employees under its 2009 Incentive Stock Option Plan. The options have a 10 year exercise period (3 months upon termination of employment) and are exercisable at prices ranging from $0.75 to $3.10 per share. During the year ended December 31, 2013 the Company granted 110,000 stock purchase options to its employees under its 2009 Equity Incentive Plan. The options have a 10 year exercise period (3 months upon termination of employment) and are exercisable at prices ranging from $2.30 to $2.90 per share. During the year ended December 31, 2012 the Company granted 372,970 stock purchase options to its employees under its 2009 Equity Incentive Plan. The options have a 10 year exercise period and are exercisable at $1.23 to $1.72 per share. As of December 31, 2014, 1,370,128 shares were remaining under the 2009 Plan for future issuance. Stock Purchase Warrants During the year ended December 31, 2014 the Company granted 300,000 stock purchase warrants to consultants. The warran The Company also changed 1,000,000 consultant stock purchase warrants to allow for a cashless conversion. During the year ended December 31, 2013 the Company granted 10,500,000 stock purchase warrants to executive employees. The Company also granted 3,850,000 stock purchase warrants to consultants. The Company granted 430,902 stock purchase warrants to the placement agents of its Series C preferred stock. During the year ended December 31, 2012 the Company granted 2,112,500 stock purchase warrants to a director ( 1,212,500 ) and executive employees ( 900,000 ). The Company also granted 4,035,000 stock purchase warrants to consultants. The Company also granted 146,750 stock purchase warrants to the placement agents on its Class B preferred stock. The Company recorded compensation expense of $5,771,459 , $14,408,741 and $4,307,594 for the years ended December 31, 2014, 2013 and 2012, respectively, in connection with these stock warrants and options. The Company estimates the fair value of share-based compensation utilizing the Black-Scholes option pricing model, which is dependent upon several variables such as the expected option term, expected volatility of our stock price over the expected option term, expected risk-free interest rate over the expected option term, expected dividend yield rate over the expected option term, and an estimate of expected forfeiture rates. The Company believes this valuation methodology is appropriate for estimating the fair value of stock options granted to employees and directors which are subject to ASC Topic 718 requirements. These amounts are estimates and thus may not be reflective of actual future results, nor amounts ultimately realized by recipients of these grants. The Company recognizes compensation on a straight-line basis over the requisite service period for each award. The following table summarizes the assumptions the Company utilized to record compensation expense for stock warrants and options granted during the years ended December 31, 2014 2013 2012 Expected term (years) 10.0 5.0 - 10.0 5.0-10.0 Expected volatility 91.55-100.65% 101.49-103.25% 94.45-116.86% Weighted-average volatility 91.55-100.65% 101.49-103.25% 94.45-116.86% Risk-free interest rate 2.07-3.99% 0.23-1.53% 0.23-1.53% Dividend yield 0% 0% 0% Expected forfeiture rate 0% 0% 0% The expected life is computed using the simplified method, which is the average of the vesting term and the contractual term. The expected volatility is based on historical volatility. The risk-free interest rate is based on the U.S. Treasury yields with terms equivalent to the expected term of the related option at the time of the grant. Dividend yield is based on historical trends. While the Company believes these estimates are reasonable, the compensation expense recorded would increase if the expected life was increased, a higher expected volatility was used, or if the expected dividend yield increased. A summary of the Company’s stock option activity during the years ended December 31, 2014, 2013 and 2012 is presented below: No. of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Balance Outstanding, December 31, 2011 607,791 $ 1.63 9.8 $ -- Granted 52,720 1.37 10 -- Granted 10,000 1.23 10 -- Granted 175,000 1.27 10 -- Granted 135,250 1.72 10 -- Exercised (20,000) 0.90 9.8 -- Balance Outstanding, December 31, 2012 960,761 1.58 8.2 1,520,695 Granted 10,000 2.30 10 -- Granted 100,000 2.90 10 -- Expired (52,720) 1.37 -- -- Exercised (6,751) 1.57 -- -- Balance Outstanding, December 31, 2013 1,011,290 1.85 8.22 1,851,695 Granted 1,500,000 2.00 10 -- Granted 150,000 3.00 10 -- Granted 120,000 2.45 10 -- Granted 60,000 2.27 10 -- Granted 105,000 3.10 10 -- Granted 60,000 2.45 10 -- Granted 100,000 2.54 10 -- Granted 10,000 1.29 10 -- Granted 52,720 1.37 10 -- Granted 5,000 0.75 10 -- Expired (492,119) 3.37 -- -- Exercised (85,024) 1.36 -- -- Balance Outstanding, December 31, 2014 2,596,867 $ 2.54 8.82 $ 6,596,037 Exercisable, December 31, 2014 1,115,207 $ 1.87 8.37 $ 2,087,017 A summary of the Company’s warrant activity during the years ended December 31, 2014, 2013 and 2012 is presented below: No. of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Balance Outstanding, December 31, 2011 15,799,866 $ 2.53 2.78 $ 39,973,661 Granted 900,000 1.16 5.00 -- Granted 700,000 1.33 5.00 -- Granted 660,000 0.01 8.00 -- Granted 75,000 0.10 10.00 -- Granted 2,400,000 1.00 5.00 -- Granted 1,415,260 3.00 1.00 -- Granted 1,412,500 0.01 10.00 -- Granted 146,750 1.75 5.00 -- Forfeited (3,495,000) (1.96) -- -- Exercised (427,000) (0.47) -- -- Balance Outstanding, December 31, 2012 19,587,376 2.53 2.78 49,556,061 Granted 3,600,000 2.15 10.00 -- Granted 3,000,000 0.01 10.00 -- Granted 2,400,000 2.90 10.00 -- Granted 1,400,000 0.01 10.00 -- Granted 1,000,000 1.00 10.00 -- Granted 200,000 0.01 10.00 -- Granted 200,000 2.00 5.00 -- Granted 250,000 0.01 5.00 -- Granted 2,300,000 0.01 10.00 -- Granted 4,517,500 3.00 3.00 -- Granted 430,902 1.75 5.00 -- Forfeited (7,572,077) (2.40) -- -- Exercised (8,653,033) (1.60) -- -- Balance Outstanding, December 31, 2013 22,660,668 1.90 6.52 43,055,269 Granted 200,000 0.00 10.00 -- Granted 100,000 1.00 10.00 -- Granted 8,521,654 6.00 3.00 -- Cancelled (3,600,000) (1.18) -- -- Forfeited (1,472,060) (1.90) -- -- Exercised (9,778,344) (1.60) -- -- Balance Outstanding December 31, 2014 16,631,918 3.80 5.29 53,353,862 Exercisable, December 31, 2014 14,031,918 3.76 4.77 52,760,012 The Company expects all non-contingent outstanding employee stock options to eventually vest. As of December 31, 2014, 2013 and 2012 there were total unrecognized compensation costs related to non-vested share-based compensation arrangements of $7,996,692 , $17,597,601 and $1,328,375 , which is expected to be recognized over the respective vesting periods which extend through 2017. |