EQUITY | 3. EQUITY Common Stock On January 15, 2018, the Company issued 30,303 shares of its common stock to a consultant pursuant to a consulting agreement. The fair value of the common stock was determined to be $10,000 based on the stock price on January 15, 2018. On February 12, 2018, the Company entered into a letter agreement with an investor pursuant to which, the investor agreed to extend the maturity date of a promissory note which expired on February 12, 2018, to a new maturity date of May 14, 2018, and in exchange for agreeing to extend the maturity date of such note, the investor was issued 100,000 shares of the Company’s common stock and a warrant to purchase 2,000,000 shares of the Company’s common stock with a $0.50 exercise price per share and a 10 year term. The fair value of the warrants was determined to be $599,096 using the Black-Scholes option pricing model. The fair value of the common stock was determined to be $30,900 based on the stock price on February 12, 2018. These fair values were recorded as a total loss on extinguishment of debt of $629,996. On February 23, 2018, the Company issued 1,750,000 shares of its common stock related to the settlement with John Kuhns. The fair value of the common stock was determined to be $681,625 based on the stock price on August 29, 2017, which was the original grant date. On March 5, 2018, the Company issued 140,000 shares of the Company’s common stock to a related party pursuant to a letter agreement. The relative fair value of the common stock was determined to be $25,040 and is included in the beneficial conversion feature discount discussed in the warrants section below. In March 2018, the Company issued 112,000 shares of the Company’s common stock to certain note holders in exchange for accrued interest of $56,000. The fair value of the common stock was determined to be $23,200 and resulted in a gain on settlement of accrued interest of $32,800. Stock Options A summary of stock option activity during the three months ended March 31, 2018 is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Outstanding at December 31, 2017 215,000 $ 0.65 9.0 Granted - - Exercised - - Forfeited - - Outstanding at March 31, 2018 215,000 $ 0.65 9.8 Exercisable at March 31, 2018 69,000 $ 0.66 9.5 Stock option awards are expensed on a straight-line basis over the requisite service period. During the three months ended March 31, 2018 and 2017 the Company recognized expense of $9,811, and $6,720, respectively, associated with stock option awards. At March 31, 2018, future stock compensation expense (net of estimated forfeitures) not yet recognized was $102,852 and will be recognized over a weighted average remaining vesting period of 2.6 years. The intrinsic value of the Company’s stock options outstanding was $0 at March 31, 2018. Warrants Employee 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. On May 15, 2017, Mr. Tobin terminated his employment with the Company. On May 15, 2017, the Company entered into an agreement with Mr. Tobin allowing his third tranche of 375,000 Warrant Shares to vest on September 1, 2017 in exchange for consulting services. The remaining fourth tranche of 375,000 warrants were forfeited upon termination of the Employment Agreement. The agreement contains an anti-dilution provision and therefore the exercise price was reset to $0.50 per share during the year ended December 31, 2017.Warrant expense of $147,659 was recognized during the three months ended March 31, 2017. On May 18, 2017, the Company entered into an Employment Agreement (the “Employment Agreement”) with Ron DaVella in his capacity as the Company’s Chief Financial Officer. Pursuant to the Employment Agreement, on May 18, 2017 the Company issued Mr. DaVella warrants to purchase 1,800,000 shares of the Company’s common stock at $0.50 per share (the “Warrant Shares”). The fair value of the warrants was determined to be $743,416 using the Black-Scholes option pricing model. 450,000 of the Warrant Shares vested on May 18, 2017, an additional 450,000 warrant shares will vest on the first anniversary date of the Employment Agreement, an additional 450,000 warrant shares will vest on the second anniversary date of the Employment Agreement, and, an additional 450,000 warrant shares will vest on the third anniversary date of the Employment Agreement. Warrant expense of $85,183 and $0 was recognized during the three months ended March 31, 2018 and 2017, respectively. Total warrant expense for employee warrants of non-forfeited tranches was $85,183 and $147,659 for the three months ended March 31, 2018 and 2017, respectively. Non-Employee Warrants 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 vested 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 value 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 600,000 Warrants Shares that vested November 4, 2017 was $183,660 and was recognized as expense during the year ended December 31, 2017. Warrant expense of $68,412 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 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, 250,000 warrant shares vested on May 13, 2017, and an additional 250,000 Warrant Shares will vest on the second anniversary date of the agreement. The agreement contains an anti-dilution provision and therefore the exercise price was reset to $0.50 per share during the year ended December 31, 2016. 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 first 250,000 Warrant Shares was determined to be $93,545 using the Black-Scholes option pricing model of which $52,457 of expense was recaptured during the year ended December 31, 2017. The fair value of the remaining tranche of 250,000 Warrant Shares was determined to total $60,392 as of March 31, 2018 using the Black-Scholes option pricing model of which $13,222 of expense was recaptured during the three months ended March 31, 2018. During the three months ended March 31, 2018, the Company issued 250,000 warrants for the Company’s common shares with a strike price of $0.50 per share, with promissory notes of $75,000. The relative fair value of the warrants of $33,736 was recognized as a debt discount which is being amortized on a straight-line basis over the term of the notes. The Company recognized interest expense of $7,203 associated with the amortization of debt discount on the notes and warrants issued during the current year for the three months ended March 31, 2018. During the three months ended March 31, 2018, the Company issued an aggregate of 1,494,000 warrants with six convertible notes totaling $644,056. The relative fair value of the warrants was determined to be $288,919, which was recognized as a discount to the debt. This note also gave rise to a beneficial conversion feature of $63,742 which is recognized as additional paid in capital and a corresponding debt discount. All debt discounts are being recognized on a straight-line basis over the term of the notes. Amortization expense was $67,033 for the three months ended March 31, 2018. During the three months ended March 31, 2018, the Company issued an aggregate of 5,458,333 warrants to purchase the Company’s common stock in conjunction with debt modification agreements. The warrants have a 10-year term and exercise prices ranging from $0.50 to $1.00 per share. The fair value of the warrants was determined to be $1,741,512 using the Black-Scholes option pricing model which was recognized as loss on extinguishment of debt during the three months ended March 31, 2018. The Company recaptured a total of $13,222 on warrants issued to non-employees for services provided during the three months ended March 31, 2018. The following summarizes the warrant activity for the three months ended March 31, 2018: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding as of December 31, 2017 79,381,367 $ 0.51 4.4 $ 10,700 Granted 7,757,333 0.53 Expired - - Exercised - - Outstanding as of March 31, 2018 87,138,700 $ 0.62 4.6 $ - Exercisable as of March 31, 2018 85,538,700 $ 0.63 4.6 $ - Derivative Liabilities - Warrants As of January 1, 2017, the Company changed its method of accounting for the debt and warrants through the early adoption of ASU 2017-11. The Company reclassified the December 31, 2016 warrant derivative liabilities balance of $8,828,405 to additional paid in capital and accumulated deficit on its January 1, 2017 consolidated balance sheets. The statements of operations and cash flows for the three months ended March 31, 2017 have not been restated. |