Stockholder's Deficit | 11. Stockholder’s Deficit Convertible Series A Total Preferred Stock Common Stock Paid-in Accumulated Stockholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance, December 31, 2015 - $ - 2,309,750 $ 4,620 $ 6,493,518 $ (7,561,751 ) $ (1,063,613 ) Issuance of common stock with detachable warrants - - 2,000,000 $ 4,000 1,996,000 - $ 2,000,000 Issuance of common stock for services rendered - - 81,434 $ 163 218,807 - $ 218,970 Issuance of Series A convertible Preferred stock, net of issuance cost of $35,920 with detachable warrants 972 756,835 - $ - 179,145 - $ 935,980 Stock-based compensation - - 10,050 $ 20 208,957 - $ 208,977 Issuance of common stock for note payable - - 343,873 $ 688 195,642 - $ 196,330 Issuance of detachable warrants on notes payable - - - $ - 348,434 - $ 348,434 Issuance of common stock for Series A preferred dividend - - 12,802 $ 26 17,733 (17,759 ) $ 0 Issuance of cash for Series A preferred dividend - - - $ - - (19,600 ) $ (19,600 ) Beneficial conversion feature of convertible debt - - - $ - 228,550 - $ 228,550 Shares Issued for payoff of trade debt - - 8,750 $ 18 19,194 - $ 19,212 Net loss - - - - - (3,760,629 ) $ (3,760,629 ) Balance, September 30, 2016 972 $ 756,835 4,766,659 $ 9,535 $ 9,905,980 $ (11,359,739 ) $ (687,389 ) Issuance of Common Stock In January 2016, the Company issued 10,050 shares of common stock to employees for stock-based compensation of $54,270. Additionally, the Company had $154,707 of stock-based compensation expense related to stock options granted to employees and vested during the nine months ended September 30, 2016. From April 20, 2016 to June 3, 2016, the Company issued 343,873 shares of its common stock upon conversion of a 14% convertible promissory note. The aggregate principal amount of this note that was converted was $196,330. From June 4, 2016 to June 22, 2016, the Company issued 2,000,000 shares of its common stock for $2,000,000, including 2,000,000 warrants for common stock. In the nine months ended September 30, 2016, the Company issued 81,434 shares of common stock to six third-party consultants in exchange for services rendered totaling $218,970. On July 7, 2016, the Company issued 12,802 shares of its common stock in consideration of $17,759 in accrued and unpaid dividends due at June 30, 2016 for its outstanding Series A Preferred. All shares were fully vested upon issuance. Issuance of Convertible Preferred Stock From April 4, 2016 to June 17, 2016, the Company sold 972 shares of its series A convertible preferred stock (“Series A Preferred”) for an aggregate purchase price of $972,000, of which (i) 499 Units were purchased for $499,000 in cash (ii) 423 Units were purchased by certain of our officers in consideration of $423,000 accrued and unpaid salary and (iii) 50 Units were purchased in consideration of cancellation of $50,000 of outstanding indebtedness net of issuance costs of $35,920. Each share of Series A Convertible Preferred has a stated value of $1,000, which is convertible into shares of the Company’s common stock (the “Common Stock”) at a fixed conversion price equal to $1.50 per share. The Series A Convertible Preferred accrue dividends at a rate of 8% per annum, cumulative. Dividends are payable quarterly in arrears at the Company’s option either in cash or “in kind” in shares of Common Stock; provided, however that dividends may only be paid in cash following the fiscal year in which the Company has net income (as shown in its audited financial statements contained in its Annual Report on Form 10-K for such year) of at least $500,000, to the extent permitted under applicable law out of funds legally available therefore.. For ‘in-kind” dividends, holders will receive that number of shares of Common Stock equal to (i) the amount of the dividend payment due such stockholder divided by (ii) 90% of the average of the per share market values during the twenty (20) trading days immediately preceding a dividend date. In the event of any voluntary or involuntary liquidation, dissolution or winding up, or sale of the Company, each holder of Series A Preferred shall be entitled to receive its pro rata portion of an aggregate payment equal to: (i) $1,000 multiplied by (ii) the total number of shares of Series A Preferred Stock issued under the Series A Certificate of Designation multiplied by (iii) 2.5. For all matters submitted to a vote of the Company’s stockholders, the holders of the Series A Preferred as a class shall have an aggregate number of votes equal to the product of (x) the number of shares of Common Stock (rounded to the nearest whole number) into which the total shares of Series A Preferred Stock issued under the Series A Certificate of Designation on such date of determination are convertible multiplied by (y) 2.5 (the “Total Series A Votes”), with each holder of Series A Preferred entitled to vote its pro rata portion of the Total Series A Votes. Holders of Common Stock do not have cumulative voting rights. In addition, the holders of Series A Preferred shall vote separately a class to change any of the rights, preferences and privileges of the Series A Preferred. Shares Number of shares Shares Issued and Net Conversion of common stock Liquidation Liquidation Authorized Outstanding Proceeds Price/Share Equivalents Preference Value/Share Series A 3,000 972 $ 935,980 $ 1.50 648,000 $ 2,430,000 $ 2,500 Beneficial conversion feature The Company evaluated the convertible note and determined that a portion of the note should be allocated to additional paid-in capital as a beneficial conversion feature, since the conversion price on the note as of March 10, 2016 was set at a discount to the fair market value of the underlying stock. As a result, a discount of $228,550 was attributed to the beneficial conversion feature of the note, which amount was then amortized fully during the six months ended June 30, 2016. Stock-Based Compensation On January 29, 2015, the Company adopted the 2015 Stock Incentive Plan (the 2015 Plan). The total number of shares available for the grant of either stock options or compensation stock under the 2015 Plan is 150,000 shares, subject to adjustment. The exercise price per share of each stock option shall not be less than 20 percent of the fair market value of the Company's common stock on the date of grant. At September 30, 2016, there were 53,750 options issued under the Plan outstanding, which options vest at the rate of at least 25 percent in the first year, starting 6-months after the grant date, and 75% in year two. On September 8, 2016, the Company adopted the 2016 Equity Incentive Plan (the 2016 Plan). The total number of shares available for the grant of either stock options or compensation stock under the Plan is 500,000 shares, subject to adjustment. The exercise price per share of each stock option shall not be less than 100 percent of the fair market value of the Company's common stock on the date of grant. At September 30, 2016, there were 105,000 options issued under the Plan outstanding, which options vest in a series of twelve (12) successive equal quarterly installments measured from the grant date. The Company also issues, from time to time, options which are not registered under a formal option plan. At September 30, 2016, there were 50,000 options outstanding that were not issued under the 2015 Plan. A summary of all stock option activity at and for the nine months ended September 30, 2016 is presented below: # of Options Weighted- Average Exercise Price Outstanding at December 31, 2015 110,000 (1) $ 12.80 Options granted 105,000 1.60 Options exercised - - Options canceled (6,250 ) 35.00 Outstanding at September 30, 2016 208,750 $ 6.60 Exercisable at September 30, 2016 68,281 $ 11.40 (1) 60,000 options granted under 2015 Stock Incentive Plan (of which 6,250 options were cancelled in the nine months ended September 30, 2016); 50,000 non-plan options were granted. The aggregate intrinsic value of options outstanding at September 30, 2016 was $42,000. At September 30, 2016, there were 140,469 unvested options with an aggregate grant date fair value of $328,275. The unvested options will vest in accordance with the vesting schedule in each respective option agreement, which is generally over a period of 6 to 36 months. The aggregate intrinsic value of unvested options at September 30, 2016 was $42,000. During the nine months ended September 30, 2016, 15,677 options became vested. The Company uses the Black-Scholes valuation model to measure the grant-date fair value of stock options. The grant-date fair value of stock options issued to employees is recognized on a straight-line basis over the requisite service period. Stock-based awards issued to nonemployees are recorded at fair value on the measurement date and are subject to periodic market adjustments as the underlying stock-based awards vest. To determine the fair value of stock options using the Black-Scholes valuation model, the calculation takes into consideration the effect of the following: • Exercise price of the option • Fair value of the Company's common stock on the date of grant • Expected term of the option • Expected volatility over the expected term of the option • Risk-free interest rate for the expected term of the option The calculation includes several assumptions that require management's judgment. The expected term of the options is calculated using the simplified method described in GAAP. The simplified method defines the expected term as the average of the contractual term and the vesting period. Estimated volatility is derived from volatility calculated using historical closing prices of common shares of similar entities whose share prices are publicly available for the expected term of the options. The risk-free interest rate is based on the U.S. Treasury constant maturities in effect at the time of grant for the expected term of the options. The following weighted-average assumptions were used in the Black-Scholes valuation model for options granted during the nine months ended September 30, 2016: Risk-free interest rate 0.92 % Expected term (in years) 6.25 Dividend yield - Expected volatility 75 % The following weighted-average assumptions were used in the Black-Scholes valuation model for options granted during the year ended December 31, 2015: Risk-free interest rate 0.84 % Expected term (in years) 2.46 Dividend yield - Expected volatility 74 % The weighted-average grant-date fair value per share of stock options granted during the nine months ended September 30, 2016 was $1.06. The weighted-average grant-date fair value per share of stock options granted during the nine months ended September 30, 2015 was $14.20. For the nine months ended September 30, 2016 and 2015, total stock option expense related to stock options was $154,707 and $124,250 respectively. At September 30, 2016, the total compensation cost related to stock options not yet recognized was approximately $194,263, which is expected to be recognized over a weighted-average period of approximately 2.46 years. Warrants During the three months ended September 30, 2016, the Company issued detachable warrants in connection to notes payable to purchase 525,000 shares of common stock. The Company has determined the Warrants are classified as equity on the condensed consolidated balance sheet as of September 30, 2016. No warrants were exercised during the quarter ended September 30, 2016. The estimated fair value of the warrants after relative fair value allocation at issuance was $282,662, based on the Black-Scholes option-pricing model using the weighted-average assumptions below: Volatility 75 % Risk-free interest rate 0.89 % Expected term (in years) 3.0 Expected dividend yield - Fair value of common stock $ 1,050,000 A summary of activity in warrants is as follows: Warrants Weighted Weighted Aggregate Outstanding at December 31, 2015 — — $ — $ — Nine months ended September 30, 2016: Granted 3,281,915 2.74 years $ 2.00 $ 0 Exercised - Forfeited and cancelled - - - - Outstanding at September 30, 2016 3,281,915 2.74 years $ 2.00 $ 0 |