NOTE 9 - SHAREHOLDERS' EQUITY | NOTE 9 SHAREHOLDERS EQUITY The Companys 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. 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 common stock are entitled to equal ratable rights to dividends and distributions with respect to the common stock, as may be declared by the Companys Board of Directors (the Board) out of funds legally available. In the event of a liquidation, dissolution or winding up of the affairs of the Company, 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. Following is an analysis of common stock issuances during the years ended August 31, 2020 and 2019: During the year ended August 31, 2020, the Company issued 800,000 shares of common stock to investors for total consideration of $280,000. During the year ended August 31, 2020, the holder of 70,000 common stock options with an exercise price of $0.30 per share, exercised such options for total consideration of $21,000. In addition, a total of 3,420,000 common stock options were exercised on a cashless basis into 2,813,310 shares of common stock. The common stock options had exercise prices ranging from $0.19 to $0.45 per share. During the year ended August 31, 2020, the holders of 5,550,000 common stock warrants with an exercise price of $0.35 per share, exercised such options for total consideration of $1,942,500. In addition, a total of 7,631,702 common stock warrants were exercised on a cashless basis into 5,653,067 shares of common stock. The common stock warrants had exercise prices ranging from $0.10 to $0.50 per share. In October 2019, the Company issued 13,514 shares of common stock to a new Advisory Board Member and recognized compensation expense of $5,000 based on the $0.37 quoted market price of the common stock on the date of issuance. In January 2020, the Company issued 130,892 shares of common stock issued to settle $45,000 in accrued compensation to an ex-employee. The common stock was valued at $111,335, based on the $0.85 quoted market price of the common stock on the date the settlement was reached. A loss on settlement of $66,335, representing the difference between the carrying amount of the liability and the fair value of the stock issued, was recognized as a result of this transaction. In January 2020, the Company entered into three separate consulting agreements for total consideration of 699,999 shares of common stock (233,333 per agreement). The common stock underlying the agreements had a total value of $448,000, based on the $0.64 quoted market price of the common stock on the date the consulting agreements were reached. The right to receive the common stock is subject to ratable vesting over a 24-month period and at August 31, 2020, 233,333 shares had vested and 87,501 had been issued. The Company recognized $152,529 of compensation expense under these consulting agreements during the year ended August 31, 2020 and included the expense in general and administrative expenses. The consultants have requested that the Company hold the remaining shares issuable under the consulting agreements in trust to allow the consultants to request their shares as they vest. During the year ended August 31, 2019, the Company issued 5,757,680 shares of common stock to investors for total consideration of $1,971,785, including cost of capital in the amount of $8,400 and 598,666 shares of common stock. During the year ended August 31, 2019, the Company received proceeds of $35,317 and issued 100,907 shares of common stock upon the exercise of common stock warrants. In addition, 122,811 shares of common stock were issued upon a cashless exercise of common stock warrants. In October 2018, the Company issued 500,000 shares of common stock valued at $105,000 to the director of the Rio Grande Foundation as consideration for not placing the Company in default of the note payable to the Foundation and in connection with settlement negotiations. In June 2019, the Company issued 22,500 shares of common stock valued at $11,500 for website services. In August 2019, the Company issued 2,084,073 shares of common stock to its directors for directors fees in arrears and recognized a loss on settlement of accrued liabilities in the amount of $641,677. In August 2019, the Company issued 2,076,825 shares of common stock to certain directors upon conversion of notes payable. Options The following table sets forth certain information as of August 31, 2020 and 2019 concerning 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, 2020 and 2019): Weighted Average Weighted Remaining Average Contractual Aggregate Shares Exercise Price Life (In Years) Intrinsic Value Outstanding, vested and exercisable at August 31, 2018 3,920,000 $ 0.32 - - Options granted 2,130,000 0.21 - - Options exercised - - - - Options cancelled/forfeited/expired 340,000 0.41 - - Outstanding, vested and exercisable at August 31, 2019 5,710,000 0.28 5.41 $ 571,000 Options granted 43,500 0.6 - - Options exercised 3,490,000 0.25 - - Options cancelled/forfeited/expired 500,000 0.23 - - Outstanding, vested and exercisable at August 31, 2020 1,763,500 $ 0.35 3.45 $ 2,028,025 Amended 2008 Stock Option Plan In September 2008, the Board adopted the 2008 Stock Option Plan (the 2008 Plan), which was approved by the Companys shareholders and provided 2,000,000 shares available for grant. In 2011, 2012, and 2016, the Board adopted amendments to the 2008 Plan, approved by the shareholders, that increased the shares available for issuance under the 2008 Plan by a total of 7,000,000 shares. Accordingly, at August 31, 2020 and 2019, 9,000,000 shares were designated for issuance under the 2008 Plan, as amended. At August 31, 2020, a total of 7,750,000 shares of common stock remained available for future grants under the Amended 2008 Plan. During the year ended August 31, 2020, the Company granted a total of 43,500 stock options with a fair value of approximately $75,000 on the date of grant to a consultant. 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 0.29% (ii) estimated volatility of 209.79% (iii) dividend yield of 0.00% and (iv) expected life of all options of 5 years. 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. The total intrinsic value of options exercised during the years ended August 31, 2020 and 2019 was $4,895,000 and $0, respectively. During the years ended August 31, 2020 and 2019, the Company recognized total stock-based compensation expenses of $74,857 and $535,767, respectively, for vesting options. There is no unrecognized compensation expense associated with options at August 31, 2020. Warrants Warrant activity for the years ended August 31, 2020 and 2019 was as follows: Weighted Average Weighted Remaining Average Contractual Aggregate Shares Exercise Price Life (In Years) Intrinsic Value Outstanding and exercisable at August 31, 2018 16,849,010 $ 0.37 - - Warrants granted 832,830 0.2 - - Warrants exercised (1,182,100) 0.35 - - Outstanding and exercisable at August 31, 2019 16,499,740 0.36 1.16 $ 3,501,332 Warrants exercised (13,181,702) 0.34 - - Outstanding and exercisable at August 31, 2020 3,318,038 $ 0.4 0.28 $ 3,649,842 In December 2019, the Company extended the expiration date of the Class A and Class B warrants to December 7, 2020. At August 31, 2020, there are issued and outstanding Class A warrants to purchase an aggregate of 1,114,412 shares of Company common stock at an exercise price of $0.35 per share, and Class B warrants to purchase an aggregate of 1,128,626 shares of Company common stock at an exercise price of $0.50 per share. 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, 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 7 and included in loss on extinguishment of debt. |