NOTE 10 - SHAREHOLDERS' EQUITY | NOTE 10 – SHAREHOLDERS’ EQUITY Our authorized capital stock consists of 100,000,000 shares of common stock, with a par value of $0.01 per share, and 10,000,000 preferred shares with a par value of $0.001 per share. All shares of common stock have equal voting rights and, when validly issued and outstanding, are entitled to one non-cumulative vote per share in all matters to be voted upon by shareholders. The shares of common stock have no pre-emptive, subscription, conversion or redemption rights and may be issued only as fully paid and non-assessable shares. Holders of the common stock are entitled to equal ratable rights to dividends and distributions with respect to the common stock, as may be declared by our Board of Directors (our “Board”) out of funds legally available. In the event of a liquidation, dissolution or winding up of the affairs of the Corporation, the holders of common stock are entitled to share ratably in all assets remaining available for distribution to them after payment or provision for all liabilities and any preferential liquidation rights of any preferred stock then outstanding. There were no issuances of our common stock for the year ended August 31, 2018. Following is an analysis of our common stock issuances during the year ended August 31, 2019: · · · · · · · We have 56,204,994 shares of our common stock outstanding as of August 31, 2019. During the fiscal year ended August 31, 2019, we issued 1,300,000 options to our directors and issued 830,000 options for services. The following table sets forth certain information as of August 31, 2019 and 2018 concerning our common stock that may be issued upon the exercise of options not covered by the Amended 2008 plan and pursuant to purchases of stock under the Amended 2008 Plan (All options are fully vested and exercisable at August 31, 2019 and 2018): Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (In Years) Grant Date Fair Value Outstanding at August 31, 2017 5,085,000 $ 0.36 5.37 $ 1,808,350 Vested and exercisable at August 31, 2017 5,085,000 0.36 5.37 1,808,350 Options granted 620,000 0.21 7.77 109,431 Options exercised - - - - Options cancelled/forfeited/expired 1,785,000 0.44 - 533,296 Outstanding at August 31, 2018 3,920,000 0.32 4.31 1,384,485 Vested and exercisable at August 31, 2018 3,920,000 0.32 4.31 1,384,485 Options granted 2,130,000 0.21 7.48 524,517 Options exercised - - - - Options cancelled/forfeited/expired 340,000 0.41 - 146,162 Vested and exercisable at August 31, 2019 5,710,000 $ 0.28 5.41 $ 1,762,840 Amended 2008 Stock Option Plan In September 2008, the Board adopted our 2008 Stock Option Plan (the “2008 Plan”), which was approved by our shareholders and provided 2,000,000 shares available for grant. In 2011, 2012, and 2016 our board of directors adopted amendments to the 2008 Plan, approved by the shareholders, that increased the shares available for issuance under the 2008 Plan by 3,000,000, 2,000,000 and 2,000,000, respectively. Accordingly, at August 31, 2019 and 2018, 9,000,000 shares were designated for issuance under the 2008 Plan as amended. At August 31, 2019, a total of 4,635,000 shares of our common stock remained available for future grants under the Amended 2008 Plan. During the year ended August 31, 2019, the Company granted a total of 2,130,000 stock options with a fair value of approximately $524,000 on the date of grant. The fair value of the options was determined using the Black-Scholes option-pricing model. The weighted average assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of 2.5 to 2.9% (ii) estimated volatility of 84% (iii) dividend yield of 0.00% and (iv) expected life of all options of 5 years. During the year ended August 31, 2018, the Company granted a total of 620,000 stock options with a fair value of approximately $109,000 on the date of grant. The fair value of the options was determined using the Black-Scholes option-pricing model. The weighted average assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of 2.9% (ii) estimated volatility of 102% (iii) dividend yield of 0.00% and (iv) expected life of all options of 5 years. During the years ended August 31, 2019 and 2018, the Company recognized total stock based compensation expenses of $535,767 and $109,431, respectively, for vesting options. Warrants Warrant activity for the years ended August 31, 2019 and 2018 are as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (In Years) Grant Date Fair Value Outstanding at August 31, 2017 16,148,010 $ 0.38 0.84 $ 3,180,071.35 Vested and exercisable at August 31, 2017 16,148,010 0.38 0.84 3,180,071 Warrants granted 701,000 0.2 3.72 97,508 Outstanding at August 31, 2018 16,849,010 0.37 0.96 3,277,579 Vested and exercisable at August 31, 2018 16,849,010 0.37 0.96 3,277,579 Warrants granted 832,830 0.2 4.88 268,621 Warrants exercised (223,718) 0.35 - (44,868) Outstanding at August 31, 2019 17,458,122 $ 0.36 1.16 $ 3,501,332 During the year ended August 31, 2019, the Company granted a total of 832,830 common stock warrants with a fair value of approximately $269,000 on the date of grant. The fair value of the options was determined using the Black-Scholes option-pricing model. The weighted average assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of 2.5 to 2.9% (ii) estimated volatility of 84% (iii) dividend yield of 0.00% and (iv) expected life of all warrants of 5 years. During the year ended August 31, 2018, the Company granted a total of 701,000 stock options with a fair value of approximately $98,000 on the date of grant. The fair value of the options was determined using the Black-Scholes option-pricing model. The weighted average assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of 2.9% (ii) estimated volatility of 102% (iii) dividend yield of 0.00% and (iv) expected life of all warrants of 5 years. During the year ended August 31, 2019, the fair value of the warrants totaling $268,621 were treated as a component of a debt extinguishment transaction more fully described in Note 8 and included in loss on extinguishment of debt. During the year ended August 31, 2018, the Company recognized total non-cash interest expense of $97,508 related to the warrants. |