Stockholders' Deficiency | 9. STOCKHOLDERS’ DEFICIENCY PREFERRED STOCK SERIES A CONVERTIBLE PREFERRED STOCK On March 24, 2016, the Company issued 500,000 shares of Series A Convertible Preferred Stock to the Company’s Chief Operating Officer in connection with his March 24, 2015 employment agreement. The $500,000 fair value of the shares was recognized over the one year service period. The Series A Convertible Preferred Stock shall have no liquidation preference so long as the Series C Convertible Preferred Stock shall be outstanding. SERIES B CONVERTIBLE PREFERRED STOCK As of March 31, 2016, the liquidation preference for the Series B Convertible Preferred Stock was equal to $825,000. SERIES C CONVERTIBLE PREFERRED STOCK On March 11, 2016, the Company entered into a securities purchase agreement with a purchaser for gross proceeds of an aggregate of $2,900,040 (“Subscription Amount”), of which, $650,040 was paid to the Company at closing and the remaining $2,250,000 (“Milestone Amounts”) was payable to the Company upon the completion of certain milestones (“Milestones”), as specified in the agreement. Through March 31, 2016, net proceeds of an aggregate of $680,830 (gross proceeds of $800,040 less issuance costs of $119,210, of which, as of March 31, 2016, $79,208 had not been paid and was included within accrued expenses) of the Subscription Amount had been paid to the Company. See Note 5 – Accrued Expenses – Warrants Payable and Note 8 – Fair Value Measurement for additional details. As a result, the Company issued the following to the purchaser during the three months ended March 31, 2016: (i) 13,334 shares of Series C Convertible Preferred Stock and (ii) five-year warrants to purchase an aggregate of 1,904,857 shares of common stock at an exercise price of $1.00 per share with an issuance date fair value of $88,973 which was recorded as a derivative liability. Subsequent to March 31, 2016, based on the Company’s achievement of certain of the milestones prior to the June 24, 2016 deadline, the Company received an aggregate of $467,120 and, as a result, issued an aggregate of 7,786 shares of Series C Convertible Preferred Stock and warrants to purchase an aggregate of 1,112,190 shares of common stock at an exercise price of $1.00 per share. PREFERRED STOCK SERIES C CONVERTIBLE PREFERRED STOCK - CONTINUED On March 11, 2016, the Company entered into a securities purchase agreement with a purchaser for net proceeds of an aggregate of $85,285 (gross proceeds of $99,960 less issuance costs of $14,675, of which, as of March 31, 2016, $9,677 had not been paid and was included within accrued expenses). See Note 5 – Accrued Expenses – Warrants Payable and Note 8 – Fair Value Measurement for additional details. Pursuant to the securities purchase agreement, the Company issued the following to the purchaser: (i) 1,666 shares of Series C Convertible Preferred Stock, and (ii) a five-year warrant to purchase 238,000 shares of common stock for an exercise price of $1.00 per share with an issuance date fair value of $10,458 which was recorded as a derivative liability. On March 24, 2016, the Company issued 750 shares of Series C Convertible Preferred Stock to the Company’s Chief Operating Officer in connection with his March 24, 2015 employment agreement. The $75,000 fair value of the shares was recognized over the one year service period. During the three months ended March 31, 2016, the Company issued 444 shares of Series C Convertible Preferred Stock valued at $39,964 to the Company’s Executive Chairman of the Board in satisfaction of amounts previously owed which was accrued for as of December 31, 2015. During the three months ended March 31, 2016, the Company issued 2,932 shares of Series C Convertible Preferred Stock in satisfaction of the $293,200 dividend for the three months ended December 31, 2015 and 3,184 shares of Series C Convertible Preferred Stock in satisfaction of the $318,400 dividend for the three months ended March 31, 2016. In the event of a liquidation, the Series C Convertible Preferred Stock is also entitled to a liquidation preference equal to the stated value plus any accrued and unpaid dividends, which, as of March 31, 2016, was equal to $14,264,000. NON-CONTROLLING INTERESTS 350 Green is not owned by the Company but is deemed to be a VIE where the entirety of its results of operations are consolidate d in the Company’s financial statements. See Note 4 – Assets and Liabilities Transferred to Trust Mortgage – 350 Green for additional details. STOCK-BASED COMPENSATION The Company recognized stock-based compensation expense related to preferred stock, common stock, stock options and warrants STOCK OPTIONS The weighted average estimated f In applying the Black-Scholes option pricing model to stock options granted, the Company used the following assumptions: For the Three Months Ended March 31, 2016 2015 Risk free interest rate 0.74% - 0.81% 0.93% - 1.21% Expected term (years) 2.50 3.00 - 3.50 Expected volatility 102% - 112% 91% - 101% Expected dividends 0.00 % 0.00 % A summary of the option activity during the three months ended March 31, 2016 is presented below: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Shares Price In Years Value Outstanding, December 31, 2015 7,781,667 $ 1.15 Granted 65,000 0.25 Exercised - - Cancelled/forfeited/expired (146,667 ) 0.75 Outstanding, March 31, 2016 7,700,000 $ 1.15 2.3 $ 14,350 Exercisable, March 31, 2016 6,542,000 $ 1.21 2.3 $ 14,350 The following table presents information related to stock options at March 31, 2016: Options Outstanding Options Exercisable Weighted Weighted Range of Average Outstanding Average Exercisable Exercise Exercise Number of Remaining Life Number of Price Price Options In Years Options $0.15 - $0.54 $ 0.45 740,000 3.4 740,000 $0.55 - $1.00 0.84 2,193,335 3.7 1,035,335 $1.01 - $1.45 1.16 1,431,665 2.3 1,431,665 $1.46 - $1.56 1.46 2,585,000 1.7 2,585,000 $1.57 - $1.61 1.61 750,000 1.7 750,000 7,700,000 2.3 6,542,000 STOCK WARRANTS See Note 9 – Stockholders’ Deficiency – Preferred Stock – Series C Convertible Preferred Stock for details associated with the issuances of warrants in connection with the security purchase agreements. In January 2016, the Company agreed to extend the maturity date of warrants to purchase an aggregate of 1,290,000 shares of common stock with an exercise price of $2.25 per share by eighteen (18) months in exchange for the warrant holders agreeing to the deletion of a fundamental transaction provision. As a result, the Company recorded warrant modification expense of $5,827 during the three months ended March 31, 2016. A summary of the warrant activity during the three months ended March 31, 2016 is presented below: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Shares Price In Years Value Outstanding, December 31, 2015 61,043,591 $ 1.08 Issued 2,142,857 1.00 Exercised - - Cancelled/forfeited/expired (5,305,235 ) 2.35 Outstanding, March 31, 2016 57,881,213 $ 0.96 2.6 $ 126 Exercisable, March 31, 2016 57,881,213 $ 0.96 2.6 $ 126 The following table presents information related to warrants at March 31, 2016: Warrants Outstanding Warrants Exercisable Weighted Weighted Range of Average Outstanding Average Exercisable Exercise Exercise Number of Remaining Life Number of Price Price Warrants In Years Warrants $0.16 - $0.97 $ 0.72 34,332,324 2.9 34,332,324 $0.98 - $1.00 1.00 9,477,411 3.3 9,477,411 $1.01- $1.28 1.05 4,344,048 1.4 4,344,048 $1.29 - $2.25 1.70 9,727,430 1.4 9,727,430 57,881,213 2.6 57,881,213 COMMON STOCK In March 2016, one of the former members of Beam returned 242,303 shares of the Company’s common stock to the Company in exchange for cash of $45,000. The shares of common stock were cancelled by the Company in March 2016. During the three months ended March 31, 2016, the Company issued an aggregate of 101,962 |