Common Stock and Warrants | NOTE 14 - COMMON STOCK AND WARRANTS On October 23, 2020, the Company approved and declared a reverse stock split of all its outstanding common stock at a ratio of 1-for-4 shares; this reverse stock split has not yet been made effective. Equity Incentive Plan On July 10, 2020, our Board of Directors unanimously approved the PetVivo Holdings, Inc “2020 Equity Incentive Plan” (the “2020 Plan”), subject to approval by our stockholders at the Regular Meeting of Stockholders held on September 22, 2020, when it was approved by our stockholders and became effective. The number of shares of our common stock available and that may be issued as awards under the 2020 Plan is 4,000,000 shares. Unless sooner terminated by the Board, the 2020 Plan will terminate at midnight on July 10, 2030. Eligible Participants Administration Shares Available for Awards ● the maximum aggregate number of shares of Common Stock granted as an Award to any Non-Employee Director in any one Plan Year will be 100,000 shares; provided that such limit will not apply to any election of a Non-Employee Director to receive shares of Common Stock in lieu of all or a portion of any annual Board, committee, chair or other retainer, or any meeting fees otherwise payable in cash. Types of Awards The 2020 Plan permits the following types of awards: stock options, stock appreciation rights, restricted stock awards, restricted stock units, deferred stock units, performance awards, non-employee director awards, other stock-based awards, and dividend equivalents. As of September 30, 2020, the Company has not awarded any shares pursuant to the 2020 Plan. Common Stock During the six-month period ended September 30, 2020 the Company issued 466,086 shares of common stock as follows: i) 120,000 shares valued at $40,680 and recorded in Stock-based compensation to a service provider for video marketing services over a 6-month term; ii) 80,000 shares with a relative value of $34,709 pursuant to a purchase of 80,000 units whereby a unit is made up of 1 share of common stock and ½ warrant. The value of $34,709 along with the relative value of the warrants associated with this transaction of $17,291 ($52,000 total) was recorded during the quarter ended March 31, 2020 to Common Stock Subscribed and moved to Additional Paid in Capital and Capital Stock upon receipt of funds and issuance of shares of common stock during the quarter ended June 30, 2020; iii) 50,000 shares valued at $22,000 on July 1, 2020 to two service providers as follows: a) 40,000 to a marketing and investor relations service provider valued at $17,600; and b) 10,000 to a legal service provider valued at $4,400; iv) 61,027 shares valued at $12,053 on July 24, 2020 to one warrant holder whereby this warrant holder converted on a cashless basis 100,000 warrants into 61,027 shares of common stock and the warrant had an exercise price of $.30 per share; v) 904,288 shares during August and September of 2020 in exchange for $316,500 in cash to four accredited investors; vi) 649,007 shares valued at $486,755 to directors and officers on September 14, 2020 as bonuses for work over the past two years as follows: a. 134,479 to John Lai b. 104,867 to John Carruth c. 91,976 to John Dolan d. 43,157 to Gregory Cash e. 42,848 to David Deming f. 42,509 to Robert Rudelius g. 42,197 to Randy Meyer h. 37,205 to Jim Martin i. 37,197 to Scott Johnson j. 36,835 to Joseph Jasper k. 35,737 to David Masters vii) 100,010 shares valued at $25,383 to three directors on August 14, 2020, pursuant to their conversions of notes in the total outstanding balance amount of $25,382 made up of $25,000 in principal and $382 in accrued interest; these notes had a set conversion price of $.2538 per share. During the six months ended September 30, 2019, the Company issued 1,763,872 shares of common stock as follows: i) 348,000 shares to John Lai 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 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 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 valued at $120,000 to a service provider for production services provided during the one-year period ended July 13, 2019 and recognized over that period on a pro-rata basis; and vi) 360,000 shares on September 13, 2019, to one shareholder that the Company sold in exchange for $100,000; vii) 270,000 shares valued at $102,000 to a service provider on September 18, 2019, in exchange for 12 months of video production and marketing services. John Lai (CEO, President & Director), Randall Meyer (Director), and John Dolan (Secretary & Director) are all related parties, and the reduction of $375,936 was included in Accrued Expenses – Related Party. The settlement of $80,029 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 these transactions as indicated in Roman numerals i-iv above. Warrants During the six-month period ended September 30, 2020, the Company granted warrants to purchase a total of 240,627 shares of common stock valued at $443,108, including: i) warrants for 40,000 shares, valued at $17,291 using the Black-Scholes model, to one investor, whereby the value was recorded during the quarter ended March 31, 2020 to Common Stock Subscribed and moved to Additional Paid in Capital upon receipt of funds and issuance of warrants on April 6, 2020, and further whereas the warrants vested immediately upon issuance and are exercisable at $4.00 per share for 3 years from the grant date of April 6, 2020; ii) warrants for 90,000 shares, valued at $28,964 using the Black-Scholes model, to John Lai, whereby the value was recorded to Stock-based compensation and the warrants vest upon the Company raising $10,000,000 or more through an S-1 offering as long as that occurs prior to October 31, 2020; if these warrants vest they will be exercisable for a period of 5-years at $.35 per share; iii) warrants for 557,143 shares (RDCN Warrants), valued at $234,000 using the Black-Scholes model, to RedDiamond Partners, LLC, whereby the relative value of $91,500 was recorded to Warrants issued in conjunction with convertible debt on the statement of equity; the warrants have a cashless warrant exercise feature, are exercisable at $.35 per share for a term of five years from the date of the grant of June 15, 2020 when the Company entered into a securities purchase agreement and issued a convertible note as outlined in Note 8 and vested immediately; iv) warrants for 75,000 shares (Think Warrants), valued at $31,500 using the Black-Scholes model, whereby the relative value of the warrants was recorded to Stock-based compensation, whereas the warrants are exercisable for 5 years from the date of the grant of June 15, 2020 at an exercise price of $.35 per share. The Think Warrants were issued to Think Equity as a placement fee for soliciting the RedDiamond transaction as described in Roman numeral iii above and Note 8 to these financial statements and vested immediately; v) warrants for 27,237 shares on June 30, 2020, valued at $11,984 using the Black-Scholes model, whereby the value of the warrants was recorded to Stock-based compensation, whereas the warrants are exercisable for 5 years from the date of the grant at $.40 per share to various directors of the Company for services on various committees and vested immediately; vi) warrants for 29,762 shares on June 30, 2020, valued at $13,095 using the Black-Scholes model, whereby the value of the warrants was recorded to Stock-based compensation on the statement of equity, whereas the warrants are exercisable for 5 years from the date of the grant at $.40 per share to John Lai and vested immediately; vii) warrants for 8,349 shares on June 30, 2020, valued at $3,674 using the Black-Scholes model, whereby the value of the warrants was recorded to Stock-based compensation on the statement of equity, whereas the warrants are exercisable for 5 years from the date of the grant at $.40 per share to a service provider for various production and manufacturing consulting services and vested immediately; viii) warrants for 7,500 shares on July 1, 2020, valued at $3,300 using the Black-Scholes model, whereby the value of the warrants was recorded to Stock-based compensation on the statement of equity and whereas the warrants vest monthly in equal installments for two months from the date of the grant and are exercisable for 5 years from the date of the grant at $.40 per share to Joseph Jasper for board service; ix) warrants for 7,500 shares on July 1, 2020, valued at $3,300 using the Black-Scholes model, whereby the value of the warrants was recorded to Stock-based compensation on the statement of equity and whereas the warrants vest monthly in equal installments for two months from the date of the grant and are exercisable for 5 years from the date of the grant at $.40 per share to Robert Rudelius for board service; x) warrants for 120,000 shares on September 1, 2020, valued at $96,000 using the Black-Scholes model, whereby the value of the warrants is recorded to Stock-based compensation on the statement of equity in equal monthly installments as they vest in equal monthly installments for four months from the date of the grant and are exercisable for 5 years from the date of the grant at $.35 per share to David Masters for production and manufacturing consulting services. 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 of between approximately 350% and 433%, which were 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) risk-free rates identical to the U.S. Treasury 3-year and 5-year treasury bill rates on the date of the grants between 0.29% and 1.16%. During the six months ended September 30, 2019, the Company granted warrants to purchase a total of 270,000 shares of common stock 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. 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 of approximately 313%, 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 of 2.30% During the six months ended September 30, 2019, the Company cancelled 324,000 warrants to purchase a total of 324,000 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 due to termination of these relationships. A summary of warrant activity for the year ending March 31, 2020 and six-month period ending September 30, 2020 is as follows: Number of Weighted- Warrants Weighted- Outstanding, March 31, 2019 3,818,919 2.20 3,035,035 0.54 Granted 1,905,700 2.07 Cashless warrant exercises (337,500 ) 1.27 Expired (90,000 ) 2.22 Canceled (396,000 ) 2.32 Outstanding, March 31, 2020 4,901,119 2.12 4,072,369 0.53 Issued in conjunction with convertible debt 632,143 0.35 Sold 40,000 1.00 Granted 290,348 0.37 Expired (36,000 ) 3.89 Cashless warrant exercises (100,000 ) 0.30 Outstanding, September 30, 2020 5,727,610 0.50 5,073,860 0.48 At September 30, 2020, 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 Exercise Price Number of Warrants Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (Years) Number of Warrants Weighted- Average Exercise Price 1.20-2.00 3,122,192 0.34 4.35 3,278,442 0.33 2.01-4.00 2,145,739 0.58 2.42 1,335,739 0.60 4.01-10.00 459,679 1.23 2.01 459,679 1.23 Total 5,727,610 0.50 3.44 5,073,860 0.48 For the six-month periods ended September 30, 2020 and 2019, the total stock-based compensation on all instruments was $837,107 and $326,078, respectively. It is expected that the Company will recognize expense after September 30, 2020 related to warrants issued, outstanding, and valued using the Black Scholes pricing model as of September 30, 2020 in the amount of approximately $412,000. |