Stockholders' Equity | NOTE 3 – STOCKHOLDERS’ EQUITY Common Stock In August 2019, the Company entered into a settlement agreement with a lender. Based on the settlement agreement, the lender and the Company agreed to cancel the 200,000 shares of common stock issued as collateral. As of the settlement date, the Company owed the lender $150,000 for the original issue discount. The Company issued 58,101 shares of the Company’s common stock as payment for the original issued discount issue. The fair value of the shares on the date of issuance was $219,000. On August 12, 2019, the Company sold 1,525,000 shares of the Company’s Class A common stock, par value $0.001 per share (the “Common Stock”) and Series A warrants (“Series A Warrants”) to purchase 965,500 shares of Common Stock at a purchase price per share of $3.60 (the “Registered Direct Offering”) resulting in gross proceeds to the Company of $5,490,000 and net proceeds of $4,968,000 after cash payments to the placement agents and legal fees. Concurrently with the offering the Company also issued the Investors in a private placement (“Private Placement”) (i) Series B warrants (“Series B Warrants”) to purchase an aggregate of 1,525,000 shares of Common Stock and (ii) Series C warrants (“Series C Warrants”) to purchase an aggregate of 965,500 shares of Common Stock (collectively, the Series B Warrants and Series C Warrants are referred to herein as the “Private Warrants”). The Series A Warrants are immediately exercisable upon issuance, have a term of ninety (90) days from the date of issuance, and have an exercise price of $3.60 per share. The Series B Warrants and Series C Warrants are not exercisable for a period of six (6) months following the issuance date, have an exercise price of $4.00 per share, and expire on October 1, 2022. Additionally, the Series C Warrants vest ratably from time to time in proportion to such Investor’s exercise of the Series A Warrants. The 1,525,000 shares of Common Stock and Series A Warrants to purchase 965,500 shares of Common Stock sold in the Registered Direct Offering were offered and sold by the Company pursuant to an effective “shelf” registration statement on Form S-3 (File No. 333-214644), which was declared effective on November 28, 2016. The Private Warrants and the Placement Agent Warrants (as defined below) were sold and issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws. In connection with the Registered Direct Offering and the Private Placement, the Company entered into engagement agreements (the “PA Agreements”) with The Special Equities Group, LLC, a division of Bradley Woods & Co. Ltd., and WestPark Capital, Inc. (the “Placement Agents”) on August 11, 2019 and August 9, 2019, respectively. Pursuant to the PA Agreements, the Placement Agents received (i) aggregate cash fees of 7.0% for one Placement Agent or 8.0% for the other Placement Agent, of their respective portions of the gross proceeds received by the Company from the sale of the securities, (ii) approximately $60,000 for certain expenses, and (iii) warrants to purchase up to 59,668 shares of Common Stock (the “Placement Agent Warrants”), representing 6.0% of the Common Stock and Series B Warrants sold by one of the Placement Agents in the Registered Direct Offering. The Placement Agent Warrants have substantially the same terms as the Series B Warrants, except that the exercise price of the Placement Agent Warrants is $4.50 per share and has a four (4) year term beginning one (1) year after issuance. Additionally, upon the exercise of up to 1,027,778 Series A Warrants, 650,701 Series B Warrants, and 1,027,778 Series C Warrants sold Registered Direct Offering and Private Placement, we have agreed to pay one of the Placement Agents a cash fee of 8% of proceeds from the exercise of such warrants exercised within 120 days following the closing of this offering or a cash fee of 5% of the proceeds from the exercise of such warrants after such 120 day period following the closing of this offering. One of the Placement Agents will be entitled to the foregoing cash commission and fee in the previous sentence with respect to certain investors if such investors provide capital to us in any future private or public offering, or other financing or capital-raising transaction during the six (6) months following the expiration or termination of our engagement of such Placement Agent. During the quarter ended June 30, 2019, the Company sold 1,687,825 shares of the Company’s common stock for gross proceeds of $6,751,300, or $4.00 per share. The net proceeds after the placement agent fees, of approximately $523,000, was approximately $6,229,000. In conjunction with this offering, the Company entered into a placement agent agreement, which provided for the placement agent to receive a cash fee equal to 7.0% of the gross proceeds received by the Company from the sale of the shares of common stock, warrants to purchase up to 101,270 shares of Common Stock at an exercise price of $5.00 per share and reimbursement of up to $50,000 for offering related expense. In July 2019, we issued a 75,000 share of the Company’s common stock as compensation. On the date of grant the fair value of the shares was $374,000. The fair value is be expense over a one-year service period. For the three and nine months ended September 30, 2019, the compensation expense was $94,000 and $138,000 respectively. Stock Options During the three-month period ended September 30, 2019, the Company issue no stock options. During the three-month period ended June 30, 2019 the Company issued 11,252 options to purchase the Company’s common stock at a price of $5.49 to our non-executive directors. Each of our four non-executive directors received 2,813 options that vest 1/4 th On March 27, 2019, an aggregate of 685,000 common stock purchase options, having an exercise price of $3.42 per share, were granted to our employees and members of the management team. The option has a grant date value of $1,513,137, calculated using the Black-Scholes option pricing model. This expense associated with this option award will be recognized in operating expenses ratably over the vesting period. The expected option life assumption is estimated based on the simplified method. Accordingly, the Company has utilized the average of the contractual term of the options and the weighted average vesting period for all options to calculate the expected option term. The risk-free interest rate assumption is based upon observed interest rates appropriate for the expected term of our employee stock options. In April 2019, the Company amended its expected volatility assumption from using exclusively a historical volatility. The Company calculates its expected volatility assumption based on a its historical and implied volatilities over the expected life of the stock-based award. We do not anticipate paying dividends on the common stock in the foreseeable future. We recognize stock-based compensation expense over the vesting period using the straight-line single option method. Stock-based compensation expense is recognized only for those awards that vest. We account for the forfeitures of unvested awards as they occur. Total stock-based compensation expense for the three-month period ended September 30, 2019 and 2018 was $329,000 and $605,000, respectively. Total stock-based compensation expense for the nine-month period ended September 30, 2019 and 2018 was $775,000 and $1,757,000, respectively. The expense is included in its entirety within General, selling and administrative expenses. Transactions involving our stock options for the nine months ended September 30, 2019 include the follows: Number of Shares Weighted Average Strike Price/Share Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (1) Outstanding — December 31, 2018 547,662 $ 5.27 2.7 $ — Granted (weighted-average fair value of $2.21 per share) 696,252 3.45 2.5 — Exercised — — — — Forfeited (45,062 ) 7.34 — — Outstanding — September 30, 2019 1,198,852 4.14 2.5 — Vested and exercisable — September 30, 2019 (270,936 ) 5.85 2.5 — Unvested and non-exercisable - September 30, 2019 927,916 $ 3.68 2.4 $ — (1) Aggregate intrinsic value represents the difference between the exercise price of the option and the closing market price of our common stock on September 30, 2019, which was $2.30 per share Warrants On May 13, 2019 the Company entered into a consulting agreement with a contractor for services related to BIGtoken. The agreement provides for 300,000 warrants with vesting conditions based on BIGtoken user growth in Asia. The warrants were valued using the Black Scholes option pricing model at a total of $1,138,332 based on the five-year term, implied volatility of 101%, a risk free equivalent yield of 1.8% and stock price of $4.99. We typically issue warrants to purchase shares of our common stock to investors as part of a financing transaction or in connection with services rendered by placement agents and consultants. Our outstanding warrants expire on varying dates through November 2021. A summary of warrant activity is as follows: Transactions involving our stock warrants for the nine months ended September 30, 2019 include the following: Number of Shares Weighted Average Strike Price/Share Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (1) Outstanding — December 31, 2018 4,325,423 $ 3.77 2.9 $ 3,849,626 Granted 2,919,941 3.98 1.9 — Exercised (342,000 ) 3.50 0.7 1,196,147 Forfeited (70,000 ) 7.50 — — Outstanding — September 30, 2019 6,833,364 3.84 2.3 600,616 Vested and exercisable — September 30, 2019 6,533,364 3.80 2.2 600,616 Unvested and non-exercisable - September 30, 2019 300,000 $ 4.75 4.6 $ — The fair value of each warrant grant was estimated on the date of grant using Black-Scholes with the following weighted average assumptions: Expected life (years) 1 - 7 Risk-free interest rate 1.31% - 2.3 % Volatility 100% - 167 % Dividend yield 0 % (1) Aggregate intrinsic value represents the difference between the exercise price of the warrant and the closing market price of our common stock on September 30, 2019, which was $2.30 per share. Total intrinsic value of warrants exercised during the three and nine months ended September 30, 2019 was $49,999 and $1,196,147 respectively. Net loss per share Basic loss per share is computed by dividing the net loss by the weighted average number of common shares issued and outstanding during the period reported. Diluted loss per share gives effect to all potentially dilutive common shares outstanding at the end of the reporting period, including stock options and share purchase warrants, using the treasury stock method. As the Company incurred a net loss during the three and nine months ended September 30, 2019, the computation of diluted loss per share does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on loss per share. The following outstanding instruments could have a dilutive effect in the future: September 30, 2019 2018 (unaudited) (unaudited) Warrants 6,833,364 2,196,700 Stock options 1,198,852 370,600 Total 8,032,216 2,567,300 |