Common Stock and Warrants | NOTE 10 – COMMON STOCK AND WARRANTS During the fiscal year ended March 31, 2018 the Company issued 8,957,769 shares of common stock. Equity transactions including common stock and warrants for purchase of the Company’s common stock during the fiscal year ended March 31, 2018 are as follows: Common Stock Issued The Company issued a total of 1,578,528 shares of common stock pursuant to agreements entered into in previous fiscal years. 1,418,528 shares were issued to executive officers to satisfy accrued salaries of $867,192 and 160,000 shares valued at $80,000 were issued to an officer for service provided. Originally, pursuant to salary settlements entered into as of January 20, 2017, the Company planned to issue 2,100,128 shares for settlement of $1,209,919 in accrued salaries; this was made up of 2,600,128 shares granted and adjusted for (500,000) shares (“Escrow Shares”) that John Lai gave up into an escrow that he did not satisfy the conditions of and therefore the issuance of accrued salary settlement shares was netted with the shares he gave up into escrow, which were released to him. However, on June 26, 2017, the Company entered into an accrued salary settlement amendment whereby the original $1,209,919 in accrued salary settlements was adjusted to $867,192, resulting in an adjustment of ($342,727). The amended settlements’ amount was in consideration of issuance of 1,368,220 shares; this was made up of 1,868,220 shares and adjusted for the (500,000) Escrow Shares described in this section Common Stock Issued section above. Pursuant to the accrued salary settlement amendment, John Lai is to return 50,308 shares of common stock as follows: (500,000) Escrow Shares, 449,692 shares granted pursuant to the accrued salary settlement amendment. The Company also issued 160,000 shares to Wesley Hayne in consideration of his service as the former Chief Revenue Officer; this stock was valued at $.50 per share which was the market price on the date of the grant, March 1, 2017, and led to $80,000 in expense recorded on that date. Common Stock Sold The Company granted a total of 1,930,000 shares pursuant to warrant exercises and subscription agreements. 1,620,000 shares were issued to accredited investors for cash of $567,000; 250,000 shares were granted but not issued during the fiscal year ended March 31, 2018 to an accredited investor for cash of $250,000; 60,000 shares were granted but not issued during the fiscal year ended March 31, 2018 to an accredited investor for cash of $60,000. Stock-Based Compensation The Company issued 271,500 shares valued at $134,825 to third parties for their legal, marketing, and management consulting services incurred during the fiscal year ended March 31, 2018. The Company granted but did not issue 10,000 shares valued at $15,000 to a third party for their services for management consulting. The Company granted but did not issue 200,000 shares valued at $42,000 to the former CEO, Wesley Hayne, during the fiscal year ended March 31, 2018 pursuant to his service as the former CEO. The Company also recognized $300,796 in expense related to warrant vesting that occurred during the fiscal year ended March 31, 2018 as follows: i) $35,714 in expense related to warrants issued pursuant to a conversion of a convertible note payable and accrued interest in the total amount of $22,786; ii) $8,251 in expense related to warrants issued pursuant to services provided by our patent attorney; iii) $68,000 in expense related to vesting of warrants issued to employees; iv) $60,987 in expense related to vesting of warrants issued to directors; v) $74,961 in expense related to vesting of warrants issued to officers; vi) $51,000 in expense related to vesting of warrants issued to advisors. During the fiscal year ended March 31, 2018 John Lai, the Company’s President, entered into an escrow agreement with Wesley Hayne, the Company’s former CEO, whereby John escrowed 1,250,000 shares of common stock valued at $.296 to be issued to Wesley pursuant to the escrow agreement’s terms. Since the Company received benefit for the services that John paid for in stock, the Company recognized expense with an offset to additional paid in capital in the amount of $370,000 for this transaction. Stock Granted for Debt Conversion During the fiscal year ended March 31, 2018 the Company i) granted 37,741 shares of common stock pursuant to conversions of convertible notes in the total amount of $13,210; ii) granted but didn’t issue 425,287 shares of common stock pursuant to the conversion of two bridge notes with a total outstanding balance in principal and accrued interest of $181,966 Inducement Dividend from Warrant Exercise During the fiscal year ended March 31, 2018 the Company induced one warrant holder into exercising their warrant to purchase 60,000 share of common stock by reducing the strike price from $1.50 per share to $1.00 per share; this resulted in $30,000 recorded to additional paid in capital. Change in Ownership of Variable Interest Entity (“VIE”) The Company granted and issued 5,450,000 shares valued at $0.40/share to shareholders of Gel-Del on a pro rata basis incident to our Gel-Del merger (See Note 11) for a total purchase price of $2,180,000. Equity transactions including common stock and warrants for purchase of the Company’s common stock during the fiscal year ended March 31, 2019 are as follows: Common Stock Issued The Company issued a total of 1,005,287 shares of common stock during the fiscal year ended March 31, 2019 pursuant to agreements entered into in previous years as follows: i) 425,287 shares pursuant to conversions of $181,966 in debt; $66,230 was converted into 94,614 shares at $.70 per share and $115,736 was converted into 330,673 shares at $.35 per share; ii) 310,000 shares pursuant to subscription agreements for $310,000 in cash; iii) 60,000 shares pursuant to a warrant exercise agreement for $60,000 in cash; iv) 10,000 shares valued at $1.50 per share to a service provider for management consulting services rendered in the amount of $15,000; v) 200,000 shares valued based on the stock price on the date of the issuance on June 7, 2017 at $.21 per share for total consideration of $42,000 to the Company’s former CEO, Wesley Hayne, for serving in that capacity. Common Stock Returned During the fiscal year ended March 31, 2018 the Company recognized $370,000 in expense for 1,250,000 shares valued at $.296 per share that were escrowed from John Lai to Wesley Hayne, both of which were our officers during that time. Pursuant to this escrow agreement Wesley Hayne vested and received 650,000 shares. During the fiscal year ended March 31, 2019 600,000 of these shares were returned to the Company’s treasury and a reduction of expense and corresponding reduction of additional paid in capital was recorded in the amount of ($177,600), which was based on the $.296 share price at the time of original valuation. Common Stock Sold During the fiscal year ended March 31, 2019, the Company i) issued 332,786 shares of common stock to several accredited investors in consideration of $166,393 in cash pursuant to warrant exercises; ii) issued 778,240 shares of common stock to several accredited investors in consideration of $233,472 in cash pursuant to discounted warrant exercise agreements whereby the company offered all warrant holders the option to exercise their warrants at $.30 per share and they would receive 1 share for every 3 shares received pursuant to the discounted warrant exercise agreement from John Lai, the President of the Company. Stock-Based Compensation Granted During the fiscal year ended March 31, 2019, the Company issued 27,093 shares of common stock to two service providers as follows: i) 2,093 shares of common stock valued at $2,700 for website services; ii) 25,000 shares of common stock valued at $24,750 for marketing services. Also, stock-based compensation expense was recognized pursuant to several warrants’ vesting periods in the amount of $1,449,348 as follows: i) $99,882 in expense pursuant to vesting of warrants granted to service providers; ii) $258,031 in expense pursuant to vesting of warrants granted to advisors; iii) $780,181 in expense pursuant to vesting of warrants granted to directors; iv) $161,750 in expense pursuant to vesting of warrants granted to employees; v) $149,505 in expense pursuant to vesting of warrants granted to officers. There were also several warrants granted in conjunction with bridge notes that were entered into during the fiscal year ended March 31, 2019 that led to recognition of $14,181 in stock-based compensation expense. Also, warrants granted in conjunction with these bridge notes led to the setup and subsequent amortization of a debt discount to interest expense in the amount of $65,557 with the offset recorded in additional paid in capital. Finally, pursuant to a manufacturing and production agreement with CytoMedical Design Group (“CMDG”) the Company has granted but not issued CMDG 86,333 shares of common stock valued at $86,333 which has been recorded to general and administrative expense with an offset to stock to be issued. Stock Granted for Debt Conversion During the fiscal year ended March 31, 2019 the Company issued 95,462 shares of common stock to a third party to convert their accounts payable in the amount of $95,462. We also issued 753,339 shares of common stock pursuant to conversions of bridge notes with principal and accrued interest in the total amount of $226,002; some of these conversions took place on a date when the stock price was publicly-quoted at a price higher than that of the conversion price, which led to expense recognized due to these beneficial conversion features with an offset to additional paid in capital in the amount of $66,248. Common Stock Issued to Replace Shares to Officer During the fiscal year ended March 31, 2019, the Company issued 803,385 shares of common stock valued at $1,446,093 to John Lai, the Company’s President, to replace shares he had previously given up as follows: i) 324,723 shares of common stock valued at $584,501; these shares were issued to replace 324,723 shares given to a third party by John Lai in order to secure funding in 2015; this transaction is included in Common stock issued to replace shares to officer on the statement of equity; ii) 478,662 shares of common stock valued at $861,592; these shares were issued to virtually restore 500,000 shares of common stock John lost to escrow pursuant to its terms. Common Stock Issued by Officer During the fiscal year ended March 31, 2019, the Company recognized $77,354 in stock-based compensation expense with an offset to additional paid in capital pursuant to stock transfer agreements whereby John Lai transferred 1 share for every three shares warrant holders received pursuant to their discounted warrant exercises entered into in December of 2018 during our discounted warrant exercise offering.; this is explained more in the below section titled Warrant Grants. Warrant Grants During the fiscal year ended March 31, 2019 the Company granted warrants to purchase a total of 1,980,531 shares of common stock including: i) warrants for 80,000 shares to two advisory board members for service, vested semi-annually over two years, and exercisable over a five-year term at $1.00/share and valued at $70,434; ii) warrants for 230,000 shares to John Carruth, the Company’s Acting CFO, in consideration of his employment, vested quarterly over two years, with a strike price of $.30 per share and exercisable over a five-year term and valued at $69,072; iii) warrants for 30,000 shares to a lawyer for general legal counsel, fully-vested and exercisable over a five-year term at $1.00/share valued at $52,818; iv) warrants for 60,000 shares to various information technology service providers for IT services, vested as billed, exercisable over a five-year term, which are valued as earned and have not yet been earned; v) warrants for 300,000 shares to three new Directors in consideration of their service, vested quarterly over two years, and exercisable over a five-year term at $1.00/share and valued at $259,920; vi) warrants for 142,500 shares to several note holders pursuant to their bridge note agreements, vested immediately, and exercisable over a three-year term at $1.00/share and valued at $85,218; vii) warrants for 113,031 shares to several note holders pursuant to their conversion of notes into equity, vested immediately, exercisable through December 31, 2018 at $.30/share and valued at $11,170; viii) warrants for 1,025,000 shares to several board members, valued at $561,910, vested immediately, for a term of ten years with a strike price of $.30/share and a one-time protection against a reverse split whereby the strike price will not be adjusted upon combination of outstanding shares of stock, as follows: i) Sheryll Grisewood 187,500 ii) David Merrill 187,500 iii) John Dolan 187,500 iv) David Deming 93,750 v) Peter Vezmar 93,750 vi) Joseph Jasper 93,750 vii) Robert Rudelius 87,500 viii) David Masters 46,875 ix) Randall Meyer 46,875 Also, during the year ended March 31, 2019 the Company reduced the strike price of 587,500 warrants for members of the board of directors to $.30 per share. They also reduced the strike price of 80,000 warrants to $.30 per share issued to John Carruth, the Acting CFO. Pursuant to ASC 718-20-35-3 the Company did not realize any additional expense associated with these reductions in strike price, as the change in fair value of these instruments was not in excess of the original instrument. During the fiscal year ended March 31, 2019 the Company cancelled previous grants of warrants to purchase 100,000 shares of common stock including: i) warrants for 60,000 shares from a service provider due to the termination of a contract pursuant to its terms that were valued at $102,000; ii) warrants for 40,000 shares from a former advisory board member due to the termination of a contract that were valued at $68,000. During December 2018 the Company offered its warrant-holders the option to exercise their warrants at a discounted rate of $.30 per share if exercised within 15 days of the offer date. Pursuant to this discounted warrant exercise agreement (“DWEA”), warrant-holders were entitled to 1 share issued by way of stock transfer from a founder of the Company for every 3 shares received pursuant to the DWEA. Several warrant-holders entered into such agreements whereby they received 678,187 shares of newly-issued common stock and 226,062 shares of common stock from John Lai, a founder of the Company, in exchange for $203,456 in cash. During December 2018, the Company offered its note-holders the option to convert their notes and receive 1 warrant for every $2.00 in outstanding balance of principal and interest converted. There were 113,031 of these warrants issued; 12,977 expired on December 31, 2018 and the remaining 100,054 were exercised in exchange for $30,016 in cash. Pursuant to these exercised warrants, each warrant-holder received 1 share of common stock from a founder, John Lai; the total number of shares transferred by John Lai to these warrant-holders was 33,351 shares, which were valued at $11,759. During the fiscal year ended March 31, 2018 the Company granted warrants to purchase a total of 3,413,459 shares of common stock including: i) warrants for 353,459 shares to lenders converting outstanding debt to common stock, fully vested, and exercisable over a three-year term at $0.50/share; ii) warrants for 340,000 shares to various service providers for operational consulting and professional advisory services, fully vested, and exercisable over a five-year term at $1.00/share valued at $238,000; iii) warrants for 60,000 shares to a law firm for patent services, vested and valued when billed, and exercisable over a three-year term at $1.00/share; iv) warrants for 110,000 shares to key employees as incentive grants, fully vested, and exercisable over a five-year term at $1.00/share valued at $187,000; v) warrants for 1,500,000 shares to accredited investors who purchased units at $.35/unit in a private placement that were comprised of 1 share of common stock and 1 warrant for purchase of common stock, fully vested, and exercisable over a three-year term at $0.50/share; vi) warrants with five-year terms for 300,000 shares to three independent directors (100,000 apiece) for their agreements to become a member of the Board of Directors, vesting quarterly over a two-year period, with 200,000 shares exercisable at $0.35/share and 100,000 shares exercisable at $1.00/share, which were valued at $263,260; and vii) warrants for 750,000 shares to the President of the Company for past management services, vesting semi-annually over a two-year period, and each vested tranche is exercisable at $0.30/share for a two-year term from its vesting date; this grant was valued at $224,886. A summary of warrant activity for fiscal years ending March 31, 2018 and 2019 is as follows: Number of Warrants Weighted- Warrants Exercisable Weighted- Outstanding, March 31, 2017 133,250 2.00 133,250 2.00 Granted 3,413,459 .54 Exercised 60,000 1.50 Outstanding, March 31, 2018 3,486,709 .59 2,433,601 .57 Granted 1,980,531 .41 Exercised 1,111,027 .36 Expired 12,977 .30 Canceled 100,000 1.00 Outstanding, March 31, 2019 4,243,236 .50 3,372,261 .49 At March 31, 2019, the range of warrant prices for shares under warrants and the weighted-average remaining contractual life is as follows: Warrants Outstanding Warrants Exercisable Range of Warrant Number of Warrants Weighted- Weighted- (Years) Number of Warrants Weighted- .30-.50 3,552,486 .35 1.24 2,949,986 .37 .51-1.00 577,500 1.00 6.48 327,500 1.00 1.01-3.50 113,250 2.35 2.19 94,775 2.52 Total 4,243,236 .50 4.35 3,372,261 .49 It is expected that the Company will recognize expense after March 31, 2019 related to warrants issued, outstanding, and valued using the Black Scholes pricing model as of March 31, 2019 in the amount of approximately $495,000. The Company granted warrants during the fiscal years ended March 31, 2018 and 2019 based on the following ranges: Fiscal Year Ended March 31, 2019 2018 Stock price on valuation date $.24 - $1.80 $.30 - $1.70 Exercise price $.30 - $1.50 $.30 - $1.00 Term (years) .003 - 10 2 - 5 Weighted-average volatility* 238 % 584 % Risk-free rate 1.4% - 2.4 % 1.0% - 1.4 % *Weighted-average volatility disclosed as opposed to a range The fair value of each warrant award is estimated on the date of grant using a Black-Scholes valuation model that uses the assumptions noted in the table below. Because the Black-Scholes valuation model incorporates ranges of assumptions for inputs, those ranges are disclosed in the table below. Implied volatilities are based on historical volatility of the Company’s stock. No reserve is taken for warrants granted that we estimate will not vest as there is not enough historical data to come to a reasonable estimation of the same. The risk-free rate for periods within the contractual lives of the warrants is based on the 13-week U.S. Treasury bill rates in effect at the time of grants. For the years ended March 31, 2019 and 2018, the total stock-based compensation on all instruments was $2,988,716 and $552,065, respectively. |