SHAREHOLDERS' EQUITY | NOTE 7 – 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. During prior year on January 21, 2015 we completed our previously announced rights offering. We raised approximately $940,000 in aggregate gross proceeds, before expenses, through shareholder subscriptions for 4,272,275 Units including the exercise of over-subscription rights. Each Unit consisting of one share of the Company’s common stock, one five year non-transferable Class A warrant exercisable for one share of the Company’s common stock at $0.35 per share and one five-year non-transferable Class B warrant exercisable for one share of the Company’s common stock at $0.50 per share. The Black-Scholes pricing model was used to estimate the relative fair value of the 8,544,550 warrants issued during the period, using the assumptions of a risk free interest rate of 1.39%, dividend yield of 0%, volatility of 195%, and an expected life of 5 years. The Class A and B warrants have a relative fair value of approximately $305,000 and $303,000 respectively and recorded in additional paid-in capital. On December 7, 2015, we closed a private placement (“Offering”) of the Company’s units with various accredited investors for aggregate gross proceeds to the Company of approximately $569,500 in cash and $90,000 for conversion of notes payable. Each unit issued (“Units”) in the Offering consists of: (i) one share of common stock of the Company, par value $0.01 per share and (ii) two common stock purchase warrants. Each warrant entitles the holder thereof to purchase one Common Share at a price of $0.35 per warrant Share until December 7, 2020. The common stock has a relative fair value of $224,595 and the warrants have a relative fair value of $434,905 at the date of issuance determined using the Black-Scholes option-pricing model. The assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of 1.59-1.70 (ii) estimated volatility of 191% (iii) dividend yield of 0.00% and (iv) expected life of the options of five years. In connection with the Offering, we entered into Subscription Agreements by and between us and each Subscriber in which we issued to the Subscribers an aggregate of 3,297,500 Units at a per Unit purchase price of $0.20. The sale and issuance of the Units, the Common Shares, the Warrants and the Warrant Shares issuable upon the conversion or exercise therein were issued or will be issued pursuant to the exemption from registration under the U.S. Securities Act of 1933, as amended, in reliance on Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering, in which the investors are accredited and have acquired the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof. Such securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. From September 2015 through August 2016 the Board approved a total grant of 120,000 options to a consultant to the Company. The options are exercisable at $0.30 per share for a period of five years. All options vest immediately. With respect to these options, the Black-Scholes pricing model was used to estimate the fair value of the 120,000 options issued during the period to this advisor, using the assumptions of a risk free interest rate of 1.21% to 1.78%, dividend yield of 0%, volatility of 182% to 191%, and an expected life of 5 years. These options were expensed immediately in the amount of approximately $19,471. We have recognized stock compensation expense of $106,785 for 1,425,000 stock options issued in prior year to members of the board. The remaining expense to be recognized is $0. During the year ended August 31, 2016 the Company recognized approximately $62,500 in stock compensation expense for 276,017 common shares issued to outside consultants for services. As of August 31, 2016 the Company received proceeds of $71,500 for units of our common stock from various investors. As of the date of this filing, the Company has not received the investors’ subscription agreements for the shares. Consequently, these shares have not yet been issued but we anticipate that we will receive the subscription agreements in the near future and at which time we will issue the shares of our common stock to the investors. We have 44,941,532 shares of our common stock outstanding as of August 31, 2016. The following table sets forth certain information as of August 31, 2016 and 2015 concerning our common stock that may be issued upon the exercise of options not under the Amended 2008 plan and pursuant to purchases of stock under the Amended 2008 Plan: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (In Years) Grant Date Fair Value Outstanding at August 31, 2014 4,965,000 $ 1.13 4.94 $ 11,457,204 Options granted 1,325,000 0.22 7.45 307,328 Options exercised — — — — Options cancelled/forfeited/expired — — — — Outstanding at August 31, 2015 6,290,000 0.94 4.67 11,764,532 Vested and exercisable at August 31, 2015 6,232,905 0.94 4.67 11,764,532 Options granted 120,000 0.30 4.53 19,471 Options exercised — — — — Options cancelled/forfeited/expired (775,000 ) — — — Outstanding at August 31, 2016 5,635,000 $ 0.61 3.43 $ 11,784,003 Vested and exercisable at August 31, 2016 5,635,000 $ 0.61 3.43 $ 11,784,003 Warrants Warrant activity for the years ended August 31, 2016 and 2015 are as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (In Years) Grant Date Fair Value Outstanding at August 31, 2014 9,587,000 $ 2.57 1.54 $ 3,659,998 Warrants granted 8,704,550 0.42 4.39 631,421 Warrants exercised — — — — Warrants cancelled/forfeited/expired — — — — Outstanding at August 31, 2015 18,291,550 1.54 2.37 4,291,419 Vested and exercisable at August 31, 2015 18,291,550 1.54 2.37 4,291,419 Warrants granted 6,605,000 0.35 4.24 434,905 Warrants exercised — — — — Warrants cancelled/forfeited/expired (9,587,000 ) — — — Outstanding at August 31, 2016 15,309,550 $ 0.39 3.75 $ 4,726,324 Vested and exercisable at August 31, 2016 15,309,550 $ 0.39 3.75 $ 4,726,324 |