Stock Holders' Equity | 4. STOCK HOLDERS’ EQUITY Preferred Stock The Company is authorized to issue 5,000,000 shares of preferred stock, par value $0.000001. No shares of preferred stock have been issued or are outstanding, and no rights, privileges or preferences have been determined and designated by the board of directors. Common Stock The Company is authorized to issue 95,000,000 shares of common stock, par value $0.000001. Common Stock Sales Prior management conducted the following private placements: On January 9, 2015, the Company issued 75,000 shares of its common stock for cash consideration of CAD $2.00 per share for a total of approximately CAD $150,000 (USD $127,500). On January 12, 2015, the Company issued 10,000 shares of its common stock for cash consideration of USD $3.00 per share for a total of approximately CAD $35,300 (USD $30,000). On January 30, 2015, the Company issued 40,000 shares of its common stock for cash consideration of CAD $2.50 per share for a total of approximately CAD $100,000 (USD $79,000). As part of the transaction, the investor also received a two-year warrant to purchase an additional 40,000 shares of the Company’s common stock at USD $3.00 per share. On February 8, 2015, the Company issued 40,000 shares of its common stock for cash consideration of CAD $2.50 per share for a total of approximately CAD $100,000 (USD $80,000). As part of the transaction, the investor also received a five-year warrant to purchase an additional 40,000 shares of the Company’s common stock at USD $2.50 per share. On March 5, 2015, the Company issued 8,000 shares of its common stock for cash consideration of USD $3.00 per share for a total of approximately CAD $30,350 (USD $24,000). On March 10, 2015 the Company issued 18,333 shares of its common stock for cash consideration of CAD $3.00 per share for a total of approximately CAD $55,000 (USD $43,450). On March 31, 2015 the Company issued 15,000 shares of its common stock for cash consideration of CAD $3.00 per share for a total of approximately CAD $45,000 (USD $35,550). Options: On October 1, 2014 the Company issued 600,000 options to a contract employee for services provided to purchase shares of our common stock at $1.13 per share for a period of seven years. 250,000 of the options vested immediately and 100,000 options vest each subsequent year for three years and 50,000 vest after four years. On the date of the grant, the Company valued the options at USD $676,293 using the Black-Scholes option pricing model with the following assumptions: expected life of the options of 7 years, expected volatility of 226.68%, risk-free rate of 2.12% and no dividend yield. The expected volatility was estimated by calculating the standard deviation of daily price changes in our stock from the date of the merger to the date of the grant and the seven year constant maturity treasury rate on the date of the grant was used for the risk free rate. An expense of USD $329,852 was recognized based on the options that had vested as of December 31, 2014. During the quarter ended March 31, 2015 an expense of USD 28,179 in recognition of the vesting schedule of the remaining options. On October 1, 2014 the Company issued 50,000 options to another contract employee for services provided to purchase shares of our common stock at $1.13 per share for a period of five years, all of which vested immediately. On the date of the grant, the Company valued the options at USD $55,890 using the Black-Scholes option pricing model with the following assumptions: expected life of the options of 5 years, expected volatility of 226.68%, risk-free rate of 1.69% and no dividend yield. The expected volatility was estimated by calculating the standard deviation of daily price changes in our stock from the date of the merger to the date of the grant and the five year constant maturity treasury rate on the date of the grant was used for the risk free rate. An expense of USD $55,890 was recognized based on the options that had vested as of December 31, 2014. A summary of the options issued as of March 31, 2015 is as follows: March 31, 2015 Shares Weighted Average Exercise Price Intrinsic Value Outstanding at beginning of period 650,000 $ - $ - Issued 650,000 $ 1.13 $ 734,500 Exercised - - Forfeited - - Expired - - Outstanding at end of period 650,000 $ 1.13 $ 734,500 Exercisable at end of period 300,000 $ 1.13 $ 339,000 March 31, 2015 Number of Options Weighted Average Remaining Life Weighted Average Exercise Price Shares Exercisable 650,000 6.51 $ 1.13 300,000 650,000 6.51 $ 1.13 300,000 Warrants: On November 10, 2014, the Company issued an aggregate of 1.2 million warrants to purchase common stock and committed to issue another 800,000 warrants to purchase our common stock The investors received 200,000 A Warrants to purchase common shares at $1.50 per share for a five year period, 400,000 B Warrants to purchase common shares at $3.00 per share for a five year period and, upon the exercise of no less than 100,000 of the B Warrants, the Company will issue to the investor 400,000 C Warrants to purchase common shares at $3.00 per share. Each of the warrants is exercisable for a five year period from issuance. On January 3, 2015 the Company issued a three year warrant to purchase 28,000 shares of its common stock at USD $2.00 per share. On the date of the grant, the Company valued the warrants at USD $117,941 using the Black-Scholes option pricing model with the following assumptions: expected life of the warrants of 3 years, expected volatility of 147.19%, risk-free rate of 1.67% and no dividend yield. The expected volatility was estimated by calculating the standard deviation of daily price changes in our stock from the date of the merger to the date of the grant and the five year constant maturity treasury rate on the date of the grant was used for the risk free rate. An expense of USD $117,941 was recognized for the warrants during the period ended March 31, 2015. On January 15, 2015 the Company issued a three year warrant to purchase 50,000 shares of its common stock at USD $3.00 per share. On the date of the grant, the Company valued the warrants at USD $231,490 using the Black-Scholes option pricing model with the following assumptions: expected life of the warrants of 5 years, expected volatility of 147.19%, risk-free rate of 1.32% and no dividend yield. The expected volatility was estimated by calculating the standard deviation of daily price changes in our stock from the date of the merger to the date of the grant and the five year constant maturity treasury rate on the date of the grant was used for the risk free rate. An expense of USD $231,490 was recognized for the warrants during the period ended March 31, 2015. A summary of the warrants issued as of March 31, 2015 is as follows: March 31, 2015 Shares Weighted Average Exercise Price Outstanding at beginning of period 2,000,000 $ 2.70 Issued 151,333 $ 1.68 Exercised - - Forfeited - - Expired - - Outstanding at end of period 2,151,333 $ 2.70 Exercisable at end of period 1,351,333 $ 2.52 March 31, 2015 Number of Warrants Weighted Average Remaining Life Weighted Average Exercise Price Shares Exercisable 400,000 4.62 $ 1.50 400,000 28,000 2.76 $ 2.00 28,000 40,000 1.84 $ 2.50 40,000 1,683,333 4.63 $ 3.00 883,333 2,151,333 4.56 $ 2.52 1,351,333 Total Common Shares On June 16, 2014 a majority of the shareholders of the Company by written consent authorized a special dividend, whereas each of the shareholders of the common stock of the Company would receive 19.5 shares for every share of Company common stock owned. The Company filed a corporate action with FINRA on June 19, 2014 in relation to the declared stock dividend. The dividend is payable on receipt of all necessary approvals, if any, to the holders of record of all the issued and outstanding shares of common stock as of the close of business on September 30, 2014, in the amount of 19.5 shares of common stock per one (1) share of common stock held. The dividend was approved by FINRA and became effective on October 3, 2014, as such, the effects of the dividend have been reflected retroactively in the unaudited condensed consolidated financial statements. The total shares issued and outstanding on March 31, 2015 were 29,910,165. |