EQUITY | NOTE 8 – EQUITY Preferred stock: The Company authorized the issuance of up to 18,242,700 shares of Series A convertible preferred stock ("Series A Stock”) January 2014, of which 18,242,687 shares were issued on January 22, 2014. As of March 1, 2014, the holders of 13,357,828 Series A preferred shares chose to convert their Series A preferred stock into shares of the Company's common stock at a ratio of one to one. These Series A preferred shares were then subsequently cancelled. The Certificate of Designation of the Company’s Series A Stock requires that any shares of Series A Stock that are converted into Common Stock be cancelled and are not available for reissuance by the Company. On February 3, 2016, 4,428,791 shares of Series A Preferred Stock, converted to common shares, leaving 456,068 Series A Preferred Stock issued and outstanding. Each share of Series A convertible preferred is entitled to 25 votes and is convertible into shares of common stock on a one-for-one basis. Other rights of the Series A convertible preferred are identical to the common stock rights. Common stock: In 2015, the Company issued 13,386,852 common shares of stock for proceeds of $1,849,019, along with 6,265,000 warrants to purchase shares of common stock, exercisable at $0.40 per warrant. In 2014, the Company issued 4,183,042 units (each unit consisted of one share of common stock and one warrant to purchase common stock) for cash of $1,254,913, at $0.30 and $0.50 per unit. In connection with services provided to the Company, the Company issued 30,000 common shares valued at $15,000 ($0.50 per share) and 21,678 common shares valued at $6,503 ($0.30 per share) during the year ended December 31, 2014. In connection with services provided to the Company, the Company issued 136,874 common shares valued at $33,333 (at $0.24 and $0.27 per share) during the year ended December 31, 2015. Stock options: Effective November 13, 2012, the Company adopted the 2012 Stock Option Plan (the “Plan”). Under the Plan, the Company may grant stock options, restricted and other equity awards to any employee, consultant, independent contractor, director or officer of the Company. A total of 4 million shares of common stock may be issued under the Plan (as amended on January 22, 2014). During the year ended December 31, 2015, the Company granted options to purchase up to 120,000 common shares to two of its restaurant managers that vest evenly over three years, with the first tranche vesting on February 2, 2016 and each year thereafter with an exercise price of $0.25 per share. In addition, the Company granted options to another of its store managers to purchase up to 20,000 shares that vest evenly over two years beginning on March 16, 2015, with an exercise price of $0.27 per share. In June 2015, the Company granted options to purchase up to 600,000 common shares to six members of its board of directors that vest on March 9, 2016, with an exercise price of $0.30 per share. In 2015, the Company also issued options to purchase up to 43,500 shares of common stock to restaurant management which vest in full on November 9, 2016, exercisable at $0.20 per option. The stock-based compensation cost related to options that have been included as a charge to general and administrative expense in the statements of operations was approximately $324,900 and $475,056 for the years ended December 31, 2015 and 2014, respectively. As of December 31, 2015, there was approximately $241,200 of unrecognized compensation cost related to non-vested stock options. The cost is expected to be recognized over a weighted-average period of less than five years. The Company uses the Black-Scholes option pricing model to determine the weighted average fair value of options. The weighted-average fair value of options granted during the years ended December 31, 2015 and 2014 was $0.33 and $0.47 per share. The assumptions utilized to determine the fair value of options granted during the years ended December 31, 2015 and 2014 are as follows: 2015 2014 Risk free interest rate 0.79 % 0.79 % Expected volatility 168 % 205 % Expected term 5 years 5 years Expected dividend yield 0 0 The expected term of stock options represents the period of time that the stock options granted are expected to be outstanding. The expected volatility is based on the historical price volatility of the common stock of similar companies. The risk-free interest rate represents the U.S. Treasury bill rate for the expected term of the related stock options. The dividend yield represents the anticipated cash dividend over the expected term of the stock options. The following tables set forth the activity in the Company's Plan for the year ended December 31, 2015: Weighted Weighted average Shares average remaining Aggregate under exercise contractual intrinsic option price life value Outstanding at January 1, 2015 2,636,039 $ 0.29 Granted 783,500 0.29 Exercised (91,214 ) - Forfeited/cancelled (460,449 ) 0.22 Outstanding at December 31, 2015 2,867,876 0.30 3.40 $ - Exercisable at December 31, 2015 1,501,949 $ 0.30 2.99 $ - The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the estimated fair value of the Company’s common stock on December 31, 2015 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had they exercised their options on December 31, 2015. The total value of all options exercised during the years ended December 31, 2015 and 2014 was $25 and $53. The following table summarizes the activity and value of non-vested options as of and for the year ended December 31, 2015: Weighted average Number of grant date options fair value Non-vested options outstanding at January 1, 2015 1,494,663 $ 0.09 Granted 783,500 0.29 Vested (451,788 ) 0.46 Forfeited/cancelled (460,449 ) 0.22 Non-vested options outstanding at December 31, 2015 1,365,926 $ 0.18 Warrants: The Company uses the Black-Scholes pricing model to determine the weighted average fair value of warrants. The assumptions utilized to determine the fair value of warrants granted during the years ended December 31, 2015 and 2014, are as follows: 2015 2014 Risk free interest rate 0.79 % 0.79 % Expected volatility 168 % 205 % Expected term 5 years 5 years Expected dividend yield 0 0 The following table sets forth the activity regarding warrants for the year ended December 31, 2015: Weighted Weighted Average Shares Average Remaining Aggregate Underlying Exercise Contractual Intrinsic Warrants Price Life Value Outstanding at January 1, 2015 20,184,614 $ 0.18 Granted 7,563,000 0.40 Forfeited/cancelled (30,000 ) 0.30 Outstanding at December 31, 2015 27,717,614 0.25 2.96 $ - Exercisable at December 31 , 2015 27,544,614 $ 0.25 2.96 $ - The following table sets for the activity regarding non-vested warrants for the twelve months ended December 31, 2015: Non-vested Weighted Weighted Shares Average Average Underlying Exercise Grant Date Warrants Price Fair Value Non-vested at January 1, 2015 30,000 $ 0.18 $ 0.05 Granted 7,563,000 0.40 $ 0.24 Vested (7,390,000 ) 0.40 0.40 Forfeited/cancelled (30,000 ) 0.30 $ 0.30 Non-vested at December 31, 2015 173,000 $ 0.18 $ 0.24 During the year ended December 31, 2015, the Company issued warrants to purchase up to 6,265,000 shares of common stock in connection with its common stock offering. These warrants have a three-year term and are exercisable at $0.40 per share. In 2015, approximately $837,500 was allocated to warrants (additional paid in capital) based on the relative fair value of such warrants. The Company used the Black Scholes pricing model to determine the fair value, and used the expected exercisable term of such warrants, a risk free interest rate of 0.78% and a volatility of 168%. In addition, during the year ended December 31, 2015, the Company granted warrants in connection to services provided to the Company to purchase up to 178,000 shares of the Company’s common stock at $0.25-$0.31 per share. These warrants have a three-year term and vest over one year. The Company used the Black Scholes pricing model to determine the fair value of these warrants, using a risk free interest rate of 0.79% and a volatility of between 168-205%. During the year ended December 31, 2014, the Company granted warrants to certain officers, board members and others, to purchase up to 330,000 shares of the Company’s common stock at $0.30 per share. In December 2014, in connection with the loan the Company has with BB14, the Company issued a warrant to BB14 for the purchase of 7,500,000 shares of common stock exercisable for a period of five years at $0.10 per share. In addition, to compensate JW Roth, a director of the Company, for his personal guarantee in connection with BB14 obtaining financing to facilitate the Loan, the Company issued a warrant to Mr. Roth for the purchase of 7,500,000 shares of common stock exercisable for a period of five years at $0.10 per share. Both of these warrants are fully vested as of December 31, 2015. The Company used the Black Scholes pricing model to determine the fair value of the warrants. The Company used the contractual term of the warrant, a risk free interest rate of 0.79% and a volatility of 205%. A relative fair value of approximately $730,880 was calculated and assigned to the warrants based on their fair values. During the year ended December 31, 2014, existing warrants were exercised in exchange for 1,094,562 shares of common stock. No warrants were exercised in 2015. |