Common Stock and Warrants | NOTE 12 - COMMON STOCK AND WARRANTS Common Stock On November 22 nd During the nine months ended December 31, 2019, the Company issued 2,610,120 shares of common stock as follows: i) 347,500 shares to John Lai (CEO, President & Director) pursuant to a Settlement Agreement whereby Mr. Lai agreed to release the Company of all claims through the date of the agreement, September 11, 2019, including accrued compensation he had earned in the amount of $116,000 and hold the shares for a period of at least 3 years; ii) 575,808 shares to Randall Meyer (Director) pursuant to a Settlement Agreement whereby Mr. Meyer agreed to release the Company of all claims through the date of the agreement, September 11, 2019, including accrued compensation he had earned in the amount of $191,936 and hold the shares for a period of at least 3 years; iii) 204,000 shares to John Dolan (Secretary & Director) pursuant to a Settlement Agreement whereby Mr. Dolan agreed to release the Company of all claims through the date of the agreement, September 11, 2019, including accrued compensation he had earned in the amount of $68,000 and hold the shares for a period of at least 3 years; and iv) 168,060 shares to a former employee pursuant to a Settlement Agreement dated August 29, 2019, whereby this individual agreed to release the Company of all claims, including compensation earned in the amount of $80,029; and v) 108,000 shares to a service provider for services provided during the one-year period ended July 13, 2019 and valued at $1.11/share over that period on a pro-rata basis; and vi) 360,000 shares to one shareholder that the Company sold in exchange for $100,000, which equates to a price per share of $.28/share; and vii) 270,000 shares to one service provider for services to be provided during the one-year period ended December 31, 2020 , whereby this service provider agreed to provide video production, investor relations, and promotional services in exchange for 270,000 shares of common stock. The scope of services includes but is not limited to coordinating the airing of 96 commercials nationally on Bloomberg T.V. network and producing 12, monthly, 10-minute interviews; and viii) 486,000 shares to various accredited investors in exchange for $135,000 in cash, which equates to a price per share of $.28/share; and ix) 90,000 shares to service providers for investor relations services to be performed by Barry Kaplan Associates during the six-month period ending in April 2020. The transactions outlined in this Common Stock section enumerated above i through iii yielded a reduction of $375,936 in Accrued Expenses – Related Party that was owed and payable to them arising from services they provided in the past. The settlement of $80,029 explained in number iv above for a former employee’s accrued salary was accounted for as a reduction of Accounts Payable and Accrued Expenses. A loss on extinguishment of debt was recorded in the amount of $81,738 related to the transactions numbered i through iv. Also, on December 9, 2019, the Company entered into an agreement whereby we agreed to issue 150,000 shares of common stock to a service provider, Launchpad IR, at $.42/share for total consideration of $70,500, for investor relations services. These shares remained unissued at the balance sheet date, December 31, 2019. Also, on December 31, 2019, the Company received $104,000 in exchange for 160,000 units, which equates to $.65/unit, whereby a unit is made up of one share of common stock and ½ warrant share wherein the common stock was recorded at its relative fair value of $69,391 and the warrants are described below in this Note 12’s “Warrants” subsection. These shares remained unissued at the balance sheet date, December 31, 2019. On October 31, 2019, the Company’s Board of Directors also approved a compensation plan for John Lai that included his retention of 600,000 escrowed shares that he never returned to the Company’s Treasury. Warrants During the nine months ended December 31, 2019, the Company granted 360,000 warrants to management team members that vest upon achieving certain performance conditions (milestones). These 360,000 warrants were valued using the Black Scholes valuation model at $199,982. On a quarterly basis, the Company evaluates the probability of these certain milestones being reached and recognizes expense relating to these warrants based on that probability and other criteria. As of December 31, 2019, these milestones were not met and were not probable to occur and as a result the Company recognized $-0- in expense related to these 360,000 warrants that may or may not vest pursuant to their respective milestones. During the nine months ended December 31, 2019, the Company granted warrants to purchase a total of 1,734,524 shares of common stock valued using the Black-Scholes model including: i) warrants for 270,000 shares, valued at $119,954, to three new Directors, Messrs. Scott Johnson, Gregory Cash, and James Martin, with 135,000 vested immediately and 135,000 vesting quarterly between August 2020 and May 2021, and exercisable over a five-year term at $.33/share; and ii) warrants for 220,500 shares, valued at $122,489, to John Dolan, whereby 40,500 were granted as a bonus and were vested immediately on the October 31, 2019 grant date, 90,000 that vest upon a performance-based milestone, and 90,000 that vest quarterly over three years starting on October 1, 2019; and whereby all of these warrants are exercisable for a five-year term at $.56/share; and iii) warrants for 540,000 shares, valued at $299,973, to John Lai, whereby 180,000 vest upon performance-based milestones and 360,000 vest quarterly over three years starting on October 1, 2019; and whereby all of these warrants are exercisable for a five-year term at $.56/share; and iv) warrants for 450,000 shares, valued at $249,997, to John Carruth, whereby 90,000 vest upon performance-based milestones and 360,000 vest quarterly over three years starting on October 1, 2019; and whereby all of these warrants are exercisable for a five-year term at $.56/share; and v) warrants for 41,250 shares, valued at $22,915, to David Deming, whereby they vest monthly during the eleven-month period ending August 31, 2020, have a strike price of $.49 and a five-year term; and vi) warrants for 79,397 shares, valued at $38,744, to John Lai, whereby they vested on December 31, 2019, have a strike price of $.50 and a five-year term; and vii) warrants for 15,880 shares, valued at $7,749, the John Dolan, whereby they vested on December 31, 2019, have a strike price of $.50 and a five-year term; and viii) warrants for 80,000 shares, issued as a detachable warrant in purchased units with a relative fair value of $34,609, whereby an accredited investor purchased 160,000 units for $104,000 at a rate of $.65/unit and a unit equates to one share of common stock and one-half warrant, and furthermore where the warrants are exercisable for a term of 3 years, have a strike price of $1.00/share and are vested immediately; and ix) warrants to several directors for service to the Company, issued and vested on December 31, 2019, with a strike price of $.49/share, and exercisable for a five-year term as follows: a) To Gregory Cash, 7,059 warrants, valued at $3,445; and b) To Robert Rudelius, 5,735 warrants, valued at $2,799; and c) To Scott Johnson, 4,852 warrants, valued at $2,368; and d) To Randall Meyer, 4,852 warrants, valued at $2,368; and e) To David Deming, 4,412 warrants, valued at $2,153; and f) To James Martin, 4,412 warrants, valued at $2,153; and g) To Joseph Jasper, 3,528 warrants, valued at $1,722; and h) To David Masters, 2,647 warrants, valued at $1,292. These warrants’ values were arrived at by using the Black-Scholes valuation model with the following assumptions: i) an expected volatility of the Company’s shares on the date of the grants ranging between approximately 313% and 361%, which was arrived at by taking the number of trading days during the year ended on the date of the grant multiplied by the standard deviation of the percentage change in the closing market price on a day-by-day basis; and ii) a risk-free rate identical to the U.S. Treasury 13-week treasury bill rate on the date of the grants between 2.30% and 1.51%. During the nine months ended December 31, 2019, the Company cancelled 333,000 warrants to purchase a total of 333,000 shares of common stock including: i) warrants for 270,000 shares, valued at $300,770 using the Black-Scholes model, $117,144 in expense of which had yet to be taken at the time of cancellation were cancelled pursuant to the terms of such warrants dictating cancellation upon the two-month anniversary of a cease of service; and ii) warrants for 54,000 shares that were never originally valued, were to be vested upon billing from service providers, and were cancelled because those services were never received; and iii) warrants for 9,000 shares, valued at $6,800 using the Black-Scholes model, $6,800 in expense of which had yet to be taken at the time of cancellation were cancelled pursuant to termination of the holder’s service agreement by the Company. A summary of warrant activity for the year ending March 31, 2019 and nine-month period ending December 31, 2019 is as follows: Number of Weighted- Warrants Weighted- Outstanding, March 31, 2018 3,138,046 0.66 2,190,241 0.63 Granted 1,782,478 0.46 Exercised 999,925 0.40 Expired 11,680 0.33 Cancelled 90,000 1.11 Outstanding, March 31, 2019 3,818,919 0.55 3,035,035 0.54 Granted 1,734,524 0.54 Cancelled 333,000 0.48 Outstanding, December 31, 2019 5,220,443 0.54 3,996,828 0.53 At December 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 Weighted- Weighted- Number of Weighted- .30-.50 2,466,025 0.33 5.01 2,473,900 0.33 .51-1.00 2,195,739 0.57 3.24 1,063,249 0.59 1.01-4.00 558,679 1.39 2.65 459,679 1.44 Total 5,220,443 0.54 4.01 3,996,828 0.53 For the nine-month periods ended December 31, 2019 and 2018, the total stock-based compensation on all instruments was $791,257 and $878,065, respectively. It is expected that the Company will recognize expense after December 31, 2019 related to warrants issued, outstanding, and valued using the Black Scholes pricing model as of December 31, 2019 in the amount of approximately $650,000. |