EQUITY | 3. EQUITY Common Stock On February 13, 2017, the Company issued 336,000 shares of the Company’s common stock to certain note holders in exchange for accrued interest of $168,000. The fair value of the common stock was determined to be $201,600 and resulted in a loss on settlement of accrued interest of $33,600. During the three months ended March 31, 2017, the Company sold an aggregate of 487,500 units, at $0.50 per unit for aggregate proceeds $243,750. Each unit consisted of one common share and one warrant. Each warrant is exercisable for a period of five years from the date of issuance, at $0.50 per share. 100,000 units were issued during the three months ended March 31, 2017. The other 387,500 were issued subsequent to the end of the quarter. During the three months ended March 31, 2017, the Company issued an aggregate of 771,800 shares of its common stock related to the conversion of $383,500 of principal and $4,800 accrued interest expense on convertible notes. Stock Options A summary of stock option activity during the three months ended March 31, 2017 is as follows: Weighted Weighted Average Average Remaining Number of Exercise Contractual Shares Price Life (years) Outstanding at December 31, 2016 100,000 0.77 9.4 Granted - - Exercised - - Forfeited - - Outstanding at March 31, 2017 100,000 0.77 9.1 Exercisable at March 31, 2017 22,000 $ 0.64 8.9 Stock option awards are expensed on a straight-line basis over the requisite service period. During the three months ended March 31, 2017 and 2016 the Company recognized expense of $6,720, and $4,163, respectively, associated with stock option awards. At March 31, 2017, future stock compensation expense (net of estimated forfeitures) not yet recognized was $85,883 and will be recognized over a weighted average remaining vesting period of 3.2 years. The intrinsic value of the Company’s stock options outstanding was $6,000 at March 31, 2017. Warrants On September 1, 2015 the Company entered into an Employment Agreement (the “Employment Agreement”) with Mark Tobin in his capacity as the Company’s Chief Financial Officer. Pursuant to the Employment Agreement, on September 1, 2015 the Company issued Mr. Tobin warrants to purchase 1,500,000 shares of the Company’s common stock at $1.00 per share (the “Warrant Shares”). The fair value of the warrants was determined to be $2,835,061 using the Black-Scholes option pricing model. 375,000 of the Warrant Shares vested on September 1, 2015, an additional 375,000 warrant shares vested on the first anniversary date of the Employment Agreement, an additional 375,000 warrant shares will vest on the second anniversary date of the Employment Agreement, and, an additional 375,000 warrant shares will vest on the third anniversary date of the Employment Agreement. Warrant expense of $147,659 and $324,851 was recognized during the three months ended March 31, 2017 and 2016, respectively. The agreement contains an anti-dilution provision and therefore the exercise price at March 31, 2017 is $0.50 per share. On February 1, 2017, the Company issued warrants to purchase 30,000 shares of its Common Stock to a service provider in exchange for services provided to the Company. 5,000 of the warrants vested February 28, 2017, and 5,000 warrants shall vest on the last date of each month following February 2017, until final vesting on July 31, 2107. As of the date of this report, 10,000 of the warrants have vested. The warrants have an exercise price of $0.50 and a 5 year term. The fair value of the warrants was determined to be $18,153 using the Black-Scholes option pricing model of which $6,051 was recognized as expense during the three months ended March 31, 2017. On March 6, 2017, the Company issued warrants to purchase 200,000 shares of its common stock at $0.50 per share to a consultant in exchange for services already performed. The warrants have a five year term and are immediately vested. The fair value of the warrants was determined to be $120,501 using the Black-Scholes option pricing model of which $120,501 was recognized as expense during the three months ended March 31, 2017. During the three months ended March 31, 2017, the aggregate principal and interest of certain convertible notes totaling $388,300 were converted pursuant to the terms of the notes into 771,800 shares of the Company’s common stock and 771,800 warrants to purchase common stock. See details in Note 2. The following summarizes the warrant activity for the three months ended March 31, 2017: Weighted Average Weighted Remaining Average Contractual Aggregate Number of Exercise Term Intrinsic Shares Price (in years) Value Outstanding as of December 31, 2016 60,380,521 $ 0.73 $ 4.6 $ 57,361,495 Granted 2,601,800 0.50 Expired (12,500 ) 2.42 Exercised - - Outstanding as of March 31, 2017 62,969,821 $ 0.67 $ 4.4 $ 7,150,781 Exercisable as of March 31, 2017 61,119,821 $ 0.69 $ 4.4 $ 6,678,781 Derivative Liabilities - Warrants The anti-dilution features in the freestanding warrants issued in the three months ended March 31, 2017 cause the instruments to no longer be indexed to the Company’s own stock and requires that they be accounted for as derivative liabilities based on guidance in FASB ASC 815, Derivatives and Hedging. The valuation of the derivative liability of the warrants was determined through the use of a Black Scholes options model, which the Company believes approximates fair value. Using this model, the Company had a balance of $8,828,405 at December 31, 2016. The Company recorded the change in the fair value of the warrant liabilities recognizing a gain of $3,188,029 for the three months ended March 31, 2017, to reflect the value of the warrant derivative liability of $5,640,376 as of March 31, 2017. On November 4, 2015, the Company entered into an amendment to the Independent Contractor Agreement (the “Amendment”) with a service provider pursuant to which the service provider is to be issued warrants to purchase 2,400,000 shares of the Company’s common stock at $1.00 per share (the “Warrant Shares”). 1,200,000 of the Warrant Shares vested on November 4, 2015, an additional 600,000 Warrant Shares vested on November 4, 2016, and an additional 600,000 Warrant Shares will vest on November 4, 2017. The fair value of the first 1,200,000 Warrants Shares was determined to be $1,115,964 using the Black-Scholes option pricing model and was recognized as expense during the year ended December 31, 2015. The fair valued of the 600,000 Warrant Shares that vested November 4, 2016 was determined to be $559,900 and was recognized as expense during the year ended December 31, 2016. The fair value of the remaining tranche of 600,000 Warrant Shares was determined to total $1,079,740 as of March 31, 2017 using the Black-Scholes option pricing model of which $68,412 of expense was recaptured during the three months ended March 31, 2017 and $110,285 was recognized as expense during the three months ended March 31, 2016. On May 13, 2016, the Company entered into an agreement with a service provider pursuant to which the service provider is to be issued warrants to purchase 1,000,000 shares of the Company’s common stock at $1.00 per share (the “Warrant Shares”). 500,000 of the Warrant Shares vested on May 13, 2016, an additional 250,000 warrant shares will vest on the first anniversary date of the agreement, an additional 250,000 Warrant Shares will vest on the second anniversary date of the agreement. The fair value of the first 500,000 Warrant Shares was determined to be $388,888 using the Black-Scholes option pricing model and was recognized as expense and as derivative liabilities during the year ended December 31, 2016. The fair value of the two tranches of 250,000 Warrant Shares was determined to total $300,799 as of March 31, 2017 using the Black-Scholes option pricing model of which $19,713 of expense was recaptured during the three months ended March 31, 2017. On May 13, 2016, the Company entered into an agreement with a service provider pursuant to which the service provider is to be issued warrants to purchase 200,000 shares of the Company’s common stock at $1.00 per share (the “Warrant Shares”). The Warrant Shares are immediately vested. The fair value of the Warrant Shares was determined to total $120,320 as of March 31, 2017 using the Black-Scholes option pricing model of which $155,554 was recognized as expense during the year ended December 31, 2016. The warrants were valued using the Black-Scholes pricing model with the following assumptions: Three Months Ended 2017 2016 Volatility 129-.70 % - 208.72% 129.70% - 132.58% Risk-free interest rate 1.27% - 2.40% 0.87% - 1.78% Expected term 2 - 9 years 3 - 10 years |