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 May 14, 2018, the Company entered into a letter agreement with the same investor pursuant to which, the investor agreed to extend the maturity date of the promissory note which expired on May 14, 2018, to a new maturity date of August 14, 2018, and in exchange for agreeing to extend the maturity date of such note, the investor was issued 250,000 shares of the Company’s common stock and a warrant to purchase 2,000,000 shares of the Company’s common stock with a $0.25 exercise price per share and a 10 year term. The fair value of the warrants was determined to be $422,124 using the Black-Scholes option pricing model. The fair value of the common stock was determined to be $52,775 based on the stock price on May 14, 2018. These fair values were recorded as a total loss on extinguishment of debt of $474,898. 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. On June 1, 2018, this agreement was modified and resulted in extinguishing the associated debt, cancelling the original shares and warrants, and issuing three million shares of the Company’s common stock in exchange for the original cash proceeds of $300,000. This transaction resulted in a loss on extinguishment of debt of $459,050. 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. On April 23, 2018, the Company issued an aggregate of 50,000 shares of the Company’s common stock to two investors pursuant to a letter agreement. The relative fair value of the common stock was determined to be $8,894 and is included in the beneficial conversion feature discount discussed in the warrants section below. On March 25, 2018, these agreements were modified and resulted in extinguishing the associated debt, cancelling the original shares and warrants, and issuing an aggregate of one million shares of the Company’s common stock in exchange for the original cash proceeds of $100,000. This transaction resulted in a loss on extinguishment of debt of $125,682. During the six months ended June 30, 2018, the Company issued 5,187,810 shares of the Company’s common stock at $0.10 per share in exchange for proceeds of $518,781. During the six months ended June 30, 2018, the Company issued an aggregate of 1,802,260 shares of its common stock related to the exercise of 1,802,260 warrants in exchange for cash proceeds of $180,226. Additionally, an aggregate of 12,269,647 warrants were modified to reduce the exercise price to $0.10 per share by a ratchet adjustment or debt modification resulting in the issuance of 3,101,353 additional warrants. A total of 15,371,000 warrants were exercised cashlessly resulting in the issuance of 10,481,081 common shares. Stock Options A summary of stock option activity during the three months ended June 30, 2018 is as follows: Weighted Weighted Average Average Remaining Number of Exercise Contractual Shares Price Life (years) Outstanding at December 31, 2017 215,000 $ 0.65 9.0 Granted - - Exercised - - Forfeited (39,000 ) 0.91 Outstanding at June 30, 2018 176,000 $ 0.59 8.5 Exercisable at June 30, 2018 72,000 $ 0.67 8.2 Stock option awards are expensed on a straight-line basis over the requisite service period. During the three months and six months ended June 30, 2018, the Company recognized expense of $10,777, and $20,588, respectively, associated with stock option awards. During the three and six months ended June 30, 2017, the Company recognized expense of $7,891, and $14,610, respectively, associated with stock option awards. At June 30, 2018, future stock compensation expense (net of estimated forfeitures) not yet recognized was $82,220 and will be recognized over a weighted average remaining vesting period of 2.4 years. The intrinsic value of the Company’s stock options outstanding was $0 at June 30, 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 $124,393 and $274,609 was recognized during the three and six months ended June 30, 2017. In addition, $380,548 of expense was reversed during the quarter ended June 30, 2017 related to the forfeited warrants. 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 Warrant Shares vested on May 18, 2017 and 450,000 additional warrant shares vested on May 18, 2018. 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 $69,695 and $154,878 was recognized during the three and six months ended June 30, 2018, respectively. Warrant expense of $214,248 was recognized during the three and six months ended June 30, 2017. Total warrant expense for employee warrants of non-forfeited tranches was $69,695 and $154,878 for the three and six months ended June 30, 2018, respectively. Total warrant expense for employee warrants of non-forfeited tranches was $338,641 and $488,857 for the three and six months ended June 30, 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 $39,897 and $108,309 was recaptured during the three and six months ended June 30, 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 vested on May 13, 2018. 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 last tranche of 250,000 Warrant Shares was determined to total $74,974 as of May 13, 2018 using the Black-Scholes option pricing model of which $17,798 and $4,576 of expense was recognized during the three and six months ended June 30, 2018, respectively. 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 and reset to $0.10 per share during the three months ended June 30, 2018. On May 8, 2018, the Company issued 300,000 warrants pursuant to a letter agreement in exchange for services. The fair value of the warrants was determined to be $65,984 and was expensed during the three months ended June 30, 2018. The Company expensed a total of $83,782 and $70,560 for warrants issued to non-employees for services provided during the three and six months ended June 30, 2018, respectively. During the six months ended June 30, 2018, the Company issued 350,000 warrants for the Company’s common shares with a strike price of $0.50 per share, with promissory notes of $100,000. The relative fair value of the warrants of $46,256 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 $5,970 and $30.246 associated with the amortization of debt discount on the notes and warrants issued during the current year for the three and six months ended June 30, 2018, respectively. During the six months ended June 30, 2018, the Company issued an aggregate of 2,228,333 warrants with eleven convertible notes totaling $1,238,000. The relative fair value of the warrants was determined to be $425,127, which was recognized as a discount to the debt. These notes also gave rise to a beneficial conversion feature of $87,014, 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 $239,724 and $415,048 for the three and six months ended June 30, 2018, respectively. During the six months ended June 30, 2018, the Company issued an aggregate of 7,458,333 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 $0.10 to $1.00 per share. The fair value of the warrants was determined to be $2,164,490 using the Black-Scholes option pricing model which was recognized as loss on extinguishment of debt, along with the common stock issued for debt modification (as disclosed in the common stock section) and thus recorded a total loss on debt extinguishment of $2,247,311 during the six months ended June 30, 2018. During the six months ended June 30, 2018, the Company cancelled 500,000 warrants due to a debt modification with a major shareholder. The Company recorded a loss on extinguishment of $459,050. See additional details in the common stock section above. During the six months ended June 30, 2018, the Company cancelled 83,333 warrants due to debt modifications with two investors. The Company recorded a total loss on extinguishment of $125,682. See additional details in the common stock section above. During the six months ended June 30, 2018, the Company modified an aggregate of 400,000 warrants to reduce their exercise price from $0.50 to $0.10 per share. All other terms and conditions remained the same. The Company determined that this transaction did not constitute a modification under ASC 718-10 or ASC 505-50 as it met the scope exceptions for a transaction with an investor or lender. Accordingly, no expense was recognized in connection with these transactions. During the six months ended June 30, 2018, an aggregate of 1,802,260 warrants were exercised at $0.10 per share in exchange for cash proceeds of $180,226, resulting in the issuance of 1,802,260 common shares. Additionally, an aggregate of 12,269,647 warrants were modified to reduce the exercise price to $0.10 per share by a ratchet adjustment or debt modification resulting in the issuance of 3,101,353 additional warrants. A total of 15,371,000 warrants were exercised cashlessly resulting in the issuance of 10,481,081 common shares. On June 1, 2018, the Company began issuing shares of common stock at $0.10 per share. As of June 1, 2018, the Company had 10,097,000 warrants with price reset provisions. This resulted in the issuance of an additional 39,080,005 warrants due to price reset. The Company also reported a loss on the fair value of $5,755,133 which is shown on the income statement as part of net income (loss) attributable to shareholders. The following summarizes the warrant activity for the six months ended June 30, 2018: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Shares Price Term (in years) Value Outstanding as of December 31, 2017 79,381,367 $ 0.51 4.4 $ 10,700 Granted 10,597,666 0.40 Warrants issued due to reset provision 39,080,005 0.10 Expired (583,333 ) 0.60 Exercised (17,173,260 ) 0.40 Outstanding as of June 30, 2018 111,302,445 $ 0.41 4.6 $ 11,615,241 Exercisable as of June 30, 2018 110,402,445 $ 0.41 4.6 $ 11,615,241 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 and six months ended June 30, 2017 have not been restated. |