Shareholders' Equity (Deficit) | 14. Shareholders’ Equity Common Stock Subscription Agreements The table below reflect shares of restricted common stock issued in relation to Subscription Agreements during the year-ended December 31, 2018: Date of Sale Number of Total February 2018 222,222 $ 200,000 March 2018 500,000 450,000 April 2018 500,000 450,000 May 2018 244,444 219,999 July 2018 327,777 294,999 August 2018 327,777 294,999 August 2018 183,333 164,999 September 2018 577,778 520,000 October 2018 694,444 625,000 November 2018 150,000 135,000 December 2018 222,222 200,000 3,949,997 $ 3,554,996 Other Common Stock Issuances In June 2018, the Company issued 38,184,985 shares of common stock as part of the BioTrackTHC acquisition. In June and August of 2018, three selling shareholders of Security Grade exercised their right to purchase 212,633 and 14,189 shares of the Company’s common stock. In July 2018, the Company issued 200,000 shares of restricted common stock to a consultant per a consulting agreement. In August and December 2018, the Company issued 100,000 and 25,000 shares of restricted common stock as part of an agreement entered into with an investor relation consultant. In August 2018, the Company issued 366,700 shares of common stock as part of the Engeni US acquisition. In December 2018, the Company issued 100,000 shares of restricted common stock to a consultant as an inducement to enter into the agreement. In January 2019, the Company issued 20,000 shares of restricted common stock to a consultant per a consulting agreement and recorded shared based compensation expense of $27,400. In March and June 2019, the Company issued 1,255,222 and 166,667 shares of common stock as part of investment unit purchase agreements (see Note 16). In March and June 2019, certain option holders exercised their rights under the BioTrackTHC Stock Plan and were issued 62,847 and 47,084 shares of common stock, respectively, for no cash proceeds. In March and April 2019, certain option holders exercised their rights under the BioTrackTHC Stock Plan and were issued 6,082 and 57,461 shares of common stock for total proceeds of $4,805 and $21,808, respectively. In April 2019, the Company issued 250,000 shares of common stock as part of the Tan Security acquisition. In April 2019, a selling shareholder of Security Grade exercised their right to purchase 15,101 shares of the Company’s common stock. In April 2019, the Company issued 733,300 shares of common stock in satisfaction of the Engeni contingent consideration (see Note 5). In May, September, October and December 2019, the Company issued 51,594 and 135,394 restricted shares of common stock as PIK interest payments in the amount of $40,154 and $92,696, respectively (see Notes 10 and 11). In August 2019, the Company issued 16,765,727 shares of common stock as part of the GTI acquisition (see Note 5). In November 4, 2019, the Company issued 100,000 shares of restricted common stock resulting from a consulting agreement. Conversion of Convertible Note to Common Stock On February 15, 2018, March 12, 2018 and March 21, 2018, the holder of a 10% fixed secured convertible promissory note issued by the Company elected their option to partially convert $50,000, $50,000 and $75,000 in principal of the convertible note into 46,066, 63,963, and 95,945 shares of the Company’s common stock. On March 7, 2019 and March 28, 2019, the holder of a 10% fixed secured convertible promissory note issued by the Company elected its option to fully convert $75,882 and $42,055 in principal of the convertible note into 100,000 and 55,421 shares of the Company’s common stock. On October 18, 2019, the holder of a 10% fixed secured convertible promissory note issued by the Company elected its option to fully convert $20,000 in principal of the convertible note into 56,738 shares of the Company’s common stock. On November 15, 2019, the holder of a 10% fixed secured convertible promissory note issued by the Company elected its option to fully convert $20,000 in principal of the convertible note into 63,012 shares of the Company’s common stock. On November 7, 2019, the holder of a 10% fixed secured convertible promissory note issued by the Company elected its option to fully convert $40,000 in principal of the convertible note into 126,024 shares of the Company’s common stock. On November 11, 2019, the holder of a 10% fixed secured convertible promissory note issued by the Company elected its option to fully convert $100,000 in principal of the convertible note into 315,060 shares of the Company’s common stock. On November 19, 2019, the holder of a 10% fixed secured convertible promissory note issued by the Company elected its option to fully convert $100,000 in principal of the convertible note into 315,060 shares of the Company’s common stock. Amended Convertible Note On February 20, 2018, the Company entered into an agreement to amend a Convertible Promissory Note with the undersigned holder initially issued to such Holder and dated March 2016. The Company and Holders desired to extend the maturity date of the Note to August 20, 2018. The holder was issued 15,000 shares of the Company’s restricted common stock as part of the amendment. The Note was amended as follows. The Company promises to pay (i) all accrued interest on the unpaid principal amount through December 31, 2017 and (ii) $25,000 in principal within 5 business days of the date of the Amendment. The Company agrees to issue 15,000 shares of restricted Company common stock as an inducement for this amendment within 10 business days of the date of the Amendment. The principal amount of the note will be reduced to $125,000. Unless extended by the Company, converted or prepaid earlier, all unpaid principal and unpaid accrued interest on this Note shall be due and payable on August 20, 2018 (the “Maturity Date”). All provisions related to conversion of the Note into equity securities of the Company are hereby deleted. On May 16, 2018, the Company entered into a second amendment agreement of a Convertible Promissory Note with the holder of a 10% fixed secured convertible promissory note. The new Maturity Date is November 16, 2018. The new interest rate is 5%. The note is prepayable at 120% of the unpaid balance upon 10 business days’ notice to the holder, which has the option to convert, in whole or in part, during the notice period. The conversion price shall be equal to a 40% discount to the lowest one-day Volume Average Weighted Price (“VWAP”) during the 30 trading days preceding such conversion. 2017 Omnibus Incentive Plan The table below reflects shares issued under the 2017 Omnibus Incentive Plan during the year-ended December 31, 2019. Date of Sale Number of Total March 2019 250,000 $ 320,000 Ending Balance 250,000 $ 320,000 The table below reflects shares issued under the 2017 Omnibus Incentive Plan during the year-ended December 31, 2018. Date of Sale Number of Total January 2018 42,850 $ 173,014 March 2018 100,000 250,000 May 2018 133,900 223,774 July 2018 100,000 126,000 August 2018 10,000 10,600 August 2018 33,195 33,195 October 2018 20,000 20,400 November 2018 75,000 79,500 Ending Balance 514,945 $ 916,483 Series A convertible preferred stock In October 2015, the Company issued a total of 1,000,000 shares of its Class A Preferred Stock. The Class A Preferred Stock included super majority voting rights and were convertible into 60% of the Company’s common stock. During the third quarter of 2017, the Company modified the conversion rate on the Class A Preferred Stock to a 1:1 ratio. This modification reduced the amount of potentially dilutive Convertible Series A Stock by 15,746,127 shares to a total of 1,000,000 at September 30, 2017. Series B convertible preferred stock Series B Preferred Stock Purchase Agreement On May 17, 2017, the Company sold to accredited investors an aggregate of 5,781,426 Series B Preferred Shares for gross proceeds of $1,875,000 and converted a $500,000 Unsecured Convertible Promissory Note into 1,536,658 Series B Preferred Shares. This tranche of Series B Preferred Shares are convertible into 7,318,084 shares of common stock based on the current conversion price, at a purchase price of $0.325 per share. In connection with the Series B Preferred Stock Purchase Agreement, the Company is obligated to issue warrants to a third-party for services to purchase 462,195 shares of common stock at $0.325 per share. These warrants have been accounted for as an obligation to issue because as of the balance sheet date the Company did not deliver the warrants though incurred the obligation; accordingly, they were recognized as a liability on the unaudited condensed consolidated balance sheet and cost of issuance of Series B preferred shares on the unaudited condensed consolidated statement of shareholders’ equity. In accordance with the Certificate of Incorporation, there were 9,000,000 authorized Series B Preferred Stock at a par value of $ 0.001. On August 23, 2017 the Certificate of Designations was amended and restated to increase the number of shares of Series B Preferred Stock authorized to be 17,000,000. Conversion: Each Series B Preferred Share is convertible at the option of the holder into such number of shares of the Company’s common stock equal to the number of Series B Preferred Shares to be converted, multiplied by the Preferred Conversation Rate. The Preferred Conversion Rate shall be the quotient obtained by dividing the Preferred Stock Original Issue Price ($0.3253815) by the Preferred Stock Conversation Price in effect at the time of the conversion (the initial conversion price will be equal to the Preferred Stock Original Issue Price, subject to adjustment in the event of stock splits, stock dividends, and fundamental transactions). Based on the current conversion price, the Series B Preferred Shares are convertible into 13,784,201 shares of common stock. A fundamental transaction means: (i) our merger or consolidation with or into another entity, (ii) any sale of all or substantially all of our assets in one transaction or a series of related transactions, (iii) any reclassification of our Common Stock or any compulsory share exchange by which Common Stock is effectively converted into or exchanged for other securities, cash or property; or (iv) sale of shares below the preferred stock conversion price. Each Series B Preferred Share will automatically convert into common stock upon the earlier of (i) notice by the Company to the holders that the Company has elected to convert all outstanding Series B Preferred Shares at any time on or after May 12, 2018; or (ii) immediately prior to the closing of a firmly underwritten initial public offering (involving the listing of the Company’s Common Stock on an Approved Stock Exchange) pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of the Common Stock for the account of the Company in which the net cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least fifty million dollars ($50,000,000). Beneficial Conversion Feature – Series B Preferred Stock (deemed dividend): Each share of Series B Preferred Stock is convertible into shares of common stock, at any time at the option of the holder at any time on or after May 12, 2018. On May 17, 2017, the date of issuances of the Series B, the publicly traded common stock price was $3.98. Based on the guidance in ASC 470-20-20, the Company determined that a beneficial conversion feature exists, as the effective conversion price for the Series B preferred shares at issuance was less than the fair value of the common stock into which the preferred shares are convertible. A beneficial conversion feature based on the intrinsic value at the date of issuances for the Series B preferred shares is scheduled below. For the year ended December 31, 2018, the beneficial conversion amount of $22,202,194 was accreted back to the preferred stock as a deemed dividend and charged to additional paid in capital in the absence of earning as the beneficial conversion feature is amortized over time through the earliest conversion date, May 12, 2018. As of December 31, 2018, the beneficial conversion feature was fully amortized. Provided below is a schedule of the issuances of Series B preferred shares and the amount accredited to deemed dividend at December 31, 2018. For the Year Ended December 31, 2018 Issuance Date Beneficial Number of Fair Value Amount Amount accreted Unamortized May 17, 2017 12 7,318,084 $ 25,247,098 $ (15,779,436 ) $ (9,467,661 ) $ - July 29, 2017 9.5 1,680,000 6,804,000 (3,674,634 ) (3,129,366 ) - August 29, 2017 8.5 369,756 1,148,263 (556,190 ) (592,073 ) - September 15, 2017 8 462,195 1,435,329 (648,601 ) (786,728 ) - October 11, 2017 7 462,195 1,121,036 (426,309 ) (694,727 ) - October 31, 2017 6.5 1,042,337 1,735,641 (548,570 ) (1,187,071 ) - December 19, 2017 5 2,449,634 6,921,348 (576,780 ) (6,344,568 ) - Total 13,784,201 $ 44,412,715 $ (22,210,520 ) $ (22,202,194 ) $ - Dividends, Voting Rights and Liquidity Value: Pursuant to the Certificate of Designations, the Series B Preferred Shares shall bear no dividends, except that if the Board shall declare a dividend payable upon the then-outstanding shares of the Company’s common stock. The Series B Preferred Shares vote together with the common stock and all other classes and series of stock of the Company as a single class on all actions to be taken by the stockholders of the Company including, but not limited to, actions amending the certificate of incorporation of the Company to increase the number of authorized shares of the common stock. Upon any dissolution, liquidation or winding up, whether voluntary or involuntary, holders of Series B Preferred Shares are entitled to (i) first receive distributions out of our assets in an amount per share equal to the Stated Value plus all accrued and unpaid dividends, whether capital or surplus before any distributions shall be made on any shares of common stock and (ii) second, on an as-converted basis alongside the common stock. Classification: These Series B Preferred Shares are classified within permanent equity on the Company’s consolidated balance sheet as they do not meet the criteria that would require presentation outside of permanent equity under ASC 480, Distinguishing Liabilities from Equity |