STOCKHOLDERS' EQUITY | NOTE 7: STOCKHOLDERS' EQUITY Preferred Stock The Company is authorized to issue 5,000,000 shares of preferred stock, no par value, of which 1,500,000 shares were designated as Series A-1 Preferred Stock and 2,000,000 are designated as Class C Preferred Stock. The Series A-1 Preferred Stock is convertible at any time after issuance at the option of the holder into shares of common stock at the original issue price of the Series A-1 Preferred Stock. The Series A-1 Preferred Stock was also subject to mandatory conversion provisions upon an initial public offering raising $15 million or more and is not redeemable. To prevent dilution, the conversion price of the Series A-1 Preferred Stock is to be adjusted for any issuance of securities, excluding exempt securities, which change the number of shares of common stock outstanding. The Series A-1 Preferred Stockholders are entitled to equal voting rights to common stockholders on an as-converted basis and receive preference to the common stockholders upon liquidation. As a result of the share exchange agreement described below, the Company issued 2,000,000 shares of Class C Preferred Stock on November 15, 2018 in the exchange noted below. These 2,000,000 shares of Class C Preferred Stock were exchanged back to an equal number of shares of common stock on May 13, 2019, upon the filing of an amendment to the Company's Second Amended and Restated Articles of Incorporation that increased the number of authorized shares of common stock. Except as otherwise required by law or expressly provided in the Company's Second Amended and Restated Articles of Incorporation, as amended, each share of Class C Preferred Stock has one vote for the election of directors and on all matters submitted to a vote of shareholders of the Company. The Company is not obligated to redeem or repurchase any shares of Class C Preferred Stock. Shares of Class C Preferred Stock are not otherwise entitled to any redemption rights, or mandatory sinking fund or analogous fund provisions. Common Stock At the May 11, 2019 annual meeting of shareholders (the "2019 Annual Meeting"), the shareholders approved an increase in the number of authorized common shares from 20,000,000 to 60,000,000, which also triggered the automatic conversion of the 2,000,000 shares of Class C Preferred Stock to common stock described above. The Company has reserved a total of 3,412,084 shares of its common stock pursuant to the equity incentive plans (see Note 8). The Company has 3,293,135 and 2,236,893 stock options and warrants outstanding under these plans as of December 31, 2019 and 2018, respectively. As of December 31, 2019, the Company has reserved an additional 2,596,031 shares of its common stock for warrants and convertible notes pursuant to the Subscription Agreements discussed above. As of December 31, 2019, these warrants were fully vested. Common Stock Issued for Compensation During the year ended December 31, 2019, the Company issued 10,947 common shares for settlement of payables from the equity incentive plans with a fair value of $36,785. The shares were valued based on the stock price at the time of the grant when the performance commitment was complete. The shares issued during the year ended December 31, 2019 were to settle existing accounts payable. Exercise of Stock Options and Warrants During the year ended December 31, 2019, a total of 3,388 employee options were exercised at a price per share of $3.10 for total proceeds to the Company of $10,502. On January 31, 2018, 14,200 employee options were exercised at a price per share of $2.0605 for total proceeds to the Company of $29,259. During the year ended December 31, 2019, a total of 245,688 employee warrants, 75,688 with an exercise price of $0.50 per share and 170,000 with an exercise price of $0.9375 per share, were exercised in cashless transactions at market prices ranging from $3.162 to $5.212 per share, which was based on the average of the Company's daily closing prices surrounding the transaction dates. The transactions resulted in the issuance of a total of 203,252 shares of the Company's common stock. During the year ended December 31, 2018, a total of 80,000 employee warrants with an exercise price of $0.50 per share were exercised in cashless transactions at market prices ranging from $3.778 per share to $4.403 per share, which was based on the average of the Company's daily closing prices surrounding the transaction dates amounting to the issuance of a total of 70,273 shares of the Company's common stock. During the year ended December 31, 2019, 119,637 employee options with an exercise price ranging from $2.0605 per share to $3.10 per share were exercised in cashless transactions at market prices ranging from $2.864 per share to $5.212 per share each of which was based on ranges of the Company's daily closing price near the transaction dates. The exercises resulted in the issuance of a total of 53,684 shares of the Company's common stock. During the year ended December 31, 2018, 40,056 employee options with an exercise price ranging from $2.0605 per share to $2.50 per share were exercised in cashless transactions at market prices ranging from $3.658 per share to $4.202 per share each of which was based on ranges of the Company's daily closing price near the transaction dates. The exercises resulted in the issuance of a total of 15,967 shares of the Company's common stock. Share Exchange Agreement On November 15, 2018, the Company entered into a Share Exchange Agreement with the President, CEO and Chairman of the Board of Directors of the Company (the "CEO"). Pursuant to the Agreement, the CEO exchanged 2 million of his shares of company common stock for 2 million shares of newly designated Class C preferred stock. These shares automatically convert back to 2 million shares of common stock upon the filing of an amendment to the Restated Articles of the Company that increased the number of authorized shares of common stock. There was no accounting impact as a result of this exchange. Public Offering of Common Stock On November 19, 2018, the Company entered into Subscription Agreements with certain investors relating to a public offering of 504,900 shares of common stock directly to investors, for an offering price of $3.00 per share. The Company utilized the proceeds of $1,514,700 from the offering, for operating expenses, inventory costs, and offering costs, among other general corporate purposes. The November 2018 Offering was made pursuant to the Company's registration statement on Form S-3. On March 25, 2019, the Company entered into Subscription Agreements with certain investors relating to a public offering of 800,000 shares of common stock directly to investors, for an offering price of $4.25 per share. The gross proceeds of $3,400,000 were offset by approximately $255,000 in various legal and transaction fees. The March 25, 2019 offering was made pursuant to the Company's registration statement on Form S-3. On October 3, 2019, the Company entered into Securities Purchase Agreements with certain institutional investors pursuant to which the Company agreed to issue in a registered direct offering an aggregate of 1,044,444 shares of the Company's common stock, no par value per share, at a purchase price per share of $2.25 for aggregate gross proceeds of approximately $2,349,999, and in a concurrent private placement, agreed to issue to the investors warrants ("Warrants") to purchase up to 1,044,444 shares of common stock at an exercise price per share of $2.83 per share (collectively, the "Offerings"). The gross proceeds of $2,349,999 were offset by approximately $191,000 in various legal and transaction fees. The Company allocated the gross proceeds on a relative fair value basis to shares and warrants. The warrants were valued using a Black Scholes model with the following inputs: 2019 Annual dividend yield - Expected life (years) 5.5 Risk-free interest rate 1.34 % Expected volatility 41.5 % The Warrants will be exercisable six months after the date of issuance, will expire five and one-half years from the date of issuance, and are subject to customary adjustments. The Warrants and the shares of common stock issuable upon exercise of the Warrants have not been registered with the Securities and Exchange Commission (the "Commission"). The Company intends to use the net proceeds from the Offerings for general corporate purposes, including to cover the Company's operating expenses and inventory. The Company offered the shares in the registered direct offering pursuant to the Company's registration statement on Form S-3. On November 22, 2019, the Company entered into Subscription Agreements with certain investors relating to a public offering of 5,000,000 shares of common stock directly to investors, for an offering price of $1.80 per share. The gross proceeds of $9,000,000 were offset by approximately $971,000 in various legal and transaction fees plus approximately $142,000 in commissions for carve out investors. The November 22, 2019 offering was made pursuant to the Company's registration statement on Form S-1. Private Offering of Common Stock During January and February 2019, the Company entered into Subscription Agreements with four independent investors, pursuant to which the Company issued to the investors at total of 288,333 shares of its common stock, no par value per share, at a purchase price of $3.00 per share, pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). Private Offering of Common Stock, Warrant and Note On December 27, 2018, the Company entered into a Subscription Agreement (the "Subscription Agreement") with FOD Capital, LLC, a Florida limited liability company (the "Investor"), pursuant to which the Company issued to the Investor (i) 500,000 shares of its common stock, no par value per share, at a purchase price of $3.00 per share (the "Shares"), (ii) a warrant to purchase up to 942,857 shares of common stock at $3.50 per share (the "Warrant"), and (iii) a senior secured note in the principal amount of $3,000,000 (the "Note"). The Shares, Warrant and Note were purchased together by the Investor for an aggregate amount of $4.5 million but were issued separately (collectively, the "Transaction"). The Shares were issued for an aggregate purchase price of $1,500,000. In connection with the Share issuance, the Company granted the Investor with franchise rights for the lower Florida Keys, subject to the terms contained in the Company's standard franchise agreement. The Warrant has a 3-year term. The Company reserved 942,857 shares of common stock for issuance pursuant to the potential exercise of the Warrant and, so long as the Warrant remains outstanding, the Company will keep reserved for issuance under the Warrant that number of shares of Common Stock at least equal to the maximum number of shares of common stock as shall be necessary to satisfy the Company's obligation to issue shares of common stock under the Warrant then outstanding (without regard to any limitations on exercise). The warrant was valued based on the Black-Scholes option pricing model using similar inputs to those described in Note 8, other than the contractual life which was based on the term of the warrant. The relative fair value of the warrant in relation to the debt and equity component of the Transaction was $111,374. The Note is secured by a perfected first secured lien on all of the Company's assets except for equipment assets securing existing or future leases. Interest will accrue at 10% per annum and will be paid at maturity or payoff of the note, with a minimum of one year of interest paid at such time. The original maturity date of the Note was December 27, 2019 and on this date was extended for an additional six months upon payment of $300,000 to the Investor by the Company. In connection with the Note, the Company entered into a Security Agreement, an Intellectual Property Security Agreement and a Collateral Assignment of Lease Agreement, each dated as of December 27, 2018 (collectively, the "Collateral Documents"). The short-term note was recorded with a discount of $322,942 which was amortized as interest expense over the Note's original twelve-month term. The discount was recognized in its entirety in 2019. The discount was based on the allocation of costs and warrants associated with the Transaction. The $300,000 extension fee was recorded as a discount to the note and will be amortized over the six-month extension period. On September 12, 2019, the Company entered into an Amended and Restated Subscription Agreement (the "Restated Subscription Agreement") with the Investor, which amended and restated the Subscription Agreement. Pursuant to the Restated Subscription Agreement and in addition to the issuances under the Subscription Agreement, the Company issued to the Investor a convertible note in the principal amount of $500,000 (the "Convertible Note") for an additional purchase price of $500,000. The Convertible Note matures on September 12, 2020, provided, that the Convertible Note may convert into the Company's common stock at any time at the option of the Investor at a rate of $4.25 per share. In connection with the Restated Subscription Agreement, the Company also granted the Investor franchise rights for the Florida Keys, subject to certain modifications to the terms of the Company's standard franchise agreement including, but not limited to, a right of first refusal for any Company rental franchise in the South Beach Region of Miami Beach, Florida. The Convertible Note is secured by a perfected first secured lien on all of our assets except those in capital leases described above. In connection with the Subscription Agreement, the Company entered into the Collateral Documents, each of which apply to the Convertible Note pursuant to the Restated Subscription Agreement. The Convertible Note is included in the New Convertible Notes discussed in Note 6. |