Stockholders' Equity | Note 6– Stockholders’ Equity Common stock During the year ended June 30, 2020 the Company issued 473,286 shares of its common stock as follows: ● 16,667 shares, valued at $1,500 ($0.09 per share), as consideration for consulting services rendered. ● 75,000 shares, valued at $7,500 ($0.10 per share), as partial consideration for entering into an investor relations contract. ● 381,619 shares, valued at $35,000 ($0.092 per share), for final payment on the license agreement with respect to a proprietary delivery system for cannabinoid-based medications (See Note 5). During the three months ended September 30, 2020, the Company issued 1,797,192 shares of its common stock, at $0.014 per share, to its CEO for conversion of a note payable in the principal amount of $25,000 and accrued interest of $161. CRX Limited Liability Company Interest Purchase Agreement On October 26, 2018, Company entered into a Limited Liability Company Interest Purchase Agreement (the “Purchase Agreement”) with the members of CRX Bio Holdings LLC, a Delaware limited liability company (“CRX”), to acquire all of the membership interest in CRX in exchange for 11,000,000 restricted shares of the Company’s common stock (the “Acquisition”), valued at $0.76 per share. The transaction has been accounted for as an asset acquisition, and not a business combination, and has been valued at the fair value of the common stock issued by the Company, as CRX’s cost basis was $0 in the assets. CRX is engaged in the research and development of advanced cannabinoid formulations and drug delivery systems with a focus on bioavailability and related pharmacokinetics and pharmacodynamics (PK/PD) enhancement. The Acquisition transaction was consummated on October 26, 2018. By acquiring CRX as a wholly-owned subsidiary, the Company acquired all of its assets, which consist primarily of three U.S. provisional patent applications relating to cannabinoid formulations to treat convulsive disorders, chronic traumatic encephalopathy, and neuropathic pain. At the closing, the Company issued to the six members of CRX (the “Sellers”) 1,100,000 shares not subject to any forfeiture restrictions and 9,900,000 shares which shall be released from forfeiture restrictions according to the following vesting schedule: ● 30% shall be fully vested 12 months following the Closing (October 26, 2019); ● 30% shall be fully vested 24 months following the Closing (October 26, 2020); ● 30% shall be fully vested 36 months following the Closing (October 26, 2021). Any Seller who is not then providing services to the Company or any of its subsidiaries on any vesting date, whether through voluntary termination or termination “for cause,” will forfeit his unvested shares, which will be cancelled. The transaction has been valued at $8,360,000, based on the fair value of the 11,000,000 shares issued of $0.76 per share, as per the closing market price of the Company’s common stock on the date of the agreement. The $836,000 fair value of the 1,100,000 shares issued not subject to any forfeiture restrictions was charged to operations during the six months ended December 31, 2018. The $7,524,000 fair value of the 9,900,000 shares subject to forfeiture has been charged to stockholders’ equity as a contra equity account, and is being amortized over the vesting periods. The net amount charged to stockholder’s equity was $0 on the date of the acquisition. As at September 30, 2020 and June 30, 2020, an aggregate $4,574,234 and $3,787,237, respectively, has been charged to operations for the value of vested shares issued and the amortization of the unvested CRX shares. For the three months ended September 30, 2020 and 2019, $786,997 and $578,945, respectively, has been charged to operations for the amortization of unvested CRX shares during each of the periods. 2017 Stock Incentive Plan On August 10, 2017, the Company adopted the “2017 Stock Incentive Plan” and granted an aggregate of 6,400,000 shares of Common Stock to five officers and directors of the Company, valued at $800,000 ($0.125 per share). In March 2018, 1,166,667 unvested shares (valued at $145,833) previously issued to the Company’s former Chief Executive Officer were canceled. On July 25, 2018, the Company accelerated the vesting of 1,083,342 unvested shares of Common Stock previously granted to its’ former Chief Executive Officer and Chief Financial Officer. As of June 30, 2020, all 5,233,333 shares issued (valued at $654,167) have been vested, of which 150,000 shares, valued at $18,750, were vested during the year ended June 30, 2020. 2018 Equity Incentive Plan (i) On March 30, 2018, the Company’s board of directors approved and recommended for adoption by the stockholders of the Company a 2018 Equity Incentive Plan and has reserved 8,000,000 shares of Common Stock for issuance under the terms of that Plan. In July 2018, the Board of Directors granted options to purchase a total of 1,810,000 shares of Common Stock, exercisable for a period of seven years, to officers/directors/consultants of the Company at an exercise price of $0.54 per share. In August 2018, the Board of Directors granted options to purchase a total of 150,000 shares of Common Stock, exercisable for a period of seven years, to two individuals, (i) a director and (ii) a consultant of the Company, at an exercise price of $0.38 per share. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants under the fixed option plan: Average risk-free interest rates 2.3% - 2.8 % Average expected life (in years) 4.0 to 7.0 Volatility 160% to 296 % The fair value of the options granted at June 30, 2020 is $867,715, including $33,307 for the fair value of options vested in 2020. All options granted have been fully vested as of June 30, 2020. (ii) On October 17, 2018, the Board of Directors granted options to purchase an aggregate 800,000 shares of Common Stock, exercisable for a period of seven years, to officers/directors of the Company at an exercise price of $0.655 per share and confirmed a grant of options made as of October 1, 2018, to purchase 500,000 shares of Common Stock, exercisable for a period of seven years, to an officer and director of the Company at an exercise price $0.48. All of the options were fully vested as of the date of grant. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants under the fixed option plan: Average risk-free interest rates 2.88% - 2.93 % Average expected life (in years) 4.0 Volatility 171% to 172 % The fair value of the fully vested options granted of $803,997 was charged to operations during the year ended June 30, 2019. 2018 Equity Incentive Plan (continued) (iii) On August 19, 2020, the Board of Directors authorized the issuance of an aggregate 5,000,000 options to three officers of the Company, exercisable at $0.08 per share for a seven-year period from the date of grant. As of the date of grant, 3,333,334 options were fully vested and the balance of 1,666,666 options will vest quarterly over the next four calendar quarters beginning September 30, 2020. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants under the fixed option plan: Average risk-free interest rates .23 % Average expected life (in years) 4.0 Volatility 152 % The fair value of the vested options granted of $248,144 was charged to operations during the three months ended September 30, 2020. A summary of option activity during the three months ended September 30, 2020 is presented below: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding and exercisable – June 30, 2020 2,995,000 $ 0.55 5.2 Granted 5,000,000 $ 0.08 6.9 Exercised - Expired/Canceled - Outstanding– September 30, 2020 7,995,000 $ 0.26 5.5 Exercisable – September 30, 2020 6,745,001 $ 0.31 5.5 |