Common Stock Issuances | Note 8. Common Stock Issuances Conversion of Convertible Notes Payable On August 14, 2020, we converted a convertible promissory note with a face value of $100,000 and accrued interest of $7,000 into 214,000 shares of our common stock as calculated by the conversion price of the convertible promissory note of $0.50 per share. In February, March and April 2021, upon maturity, we converted five convertible promissory notes with an aggregate face value of $230,000 and aggregate accrued interest of $16,100 into 298,165 shares of our common stock as calculated by the conversion price of the convertible promissory notes of $0.83 per share. Private Placements In February 2021, we sold a total of 960,834 shares of our common stock to 11 accredited investors for total proceeds of $689,500. Warrants for 960,834 shares our common stock were issued to the investors with an average exercise price of $1.23. The warrants expire six months from the date of closing and have a fair value of $426,273 and are a component of the total proceeds value. In March 2021, we sold 525,000 Units at $1.00 per unit to 17 accredited investors for total proceeds of $525,000. Each Unit consisted of one share of our common stock and a right to purchase one share of our common stock $2.00. These rights expire one year from the date of closing and have a fair value of $250,950 and are a component of the total proceeds value. Common Stock issued for Services In January 2021, we entered into three agreements for consulting services to be provided. We granted the consultants 540,000 shares of our common stock with a value of $88,000 which was expensed as a component of General and administrative expenses. On February 12, 2021, we entered into an agreement for consulting services to be provided through February 2022. We granted the consultant 75,000 shares of our common stock with a value of $93,750 which was expensed as a component of General and administrative expenses. On March 1, 2021, we entered into an agreement for consulting services to be provided through February 2022. We granted the consultant 25,000 shares of our common stock with a value of $29,500 which was expensed as a component of General and administrative expenses. Lincoln Park Capital Fund On August 14, 2020, we entered into a Purchase Agreement (the “LPC Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park” or “LPC”). Pursuant to the LPC Purchase Agreement, we have the right, in our sole discretion, to sell to LPC up to $10,250,000 in shares of our common stock, from time to time over a 36-month period. In consideration for entering into the LPC Purchase Agreement, we issued 793,802 shares of our common stock to LPC. Upon entering into the LPC Purchase Agreement, we sold 602,422 shares of our common stock to LPC in an initial purchase for a total purchase price of $250,000. Thereafter, and subject to the conditions of the LPC Purchase Agreement and RRA, on any business day and subject to certain customary conditions, we may direct LPC to purchase to up to 200,000 shares of our common stock (such purchases, “Regular Purchases”). The amount of a Regular Purchase may increase up to 100,000 shares of common stock under certain circumstances based on the market price of the common stock. There are no limits on the price per share that LPC may pay to purchase common stock under the LPC Purchase Agreement, provided that LPC’s committed obligation under any Regular Purchase shall not exceed $50,000 unless the median aggregate dollar value of the volume of shares of common stock during the 20 consecutive trading day period ending on the date of the applicable Regular Purchase equals or exceeds $100,000, in which case LPC’s committed obligation under such single Regular Purchase shall not exceed $500,000. In addition, if we have directed LPC to purchase the full amount of common stock available as a Regular Purchase on a given day, we may direct LPC to purchase additional amounts as “accelerated purchases” and “additional accelerated purchases” as set forth in the LPC Purchase Agreement. The purchase price of shares of our common stock will be based on the then prevailing market prices of such shares at the time of sale. The LPC Purchase Agreement limits our sale of shares of common stock to LPC, and LPC’s purchase or acquisition of common stock from us, to an amount of common stock that, when aggregated with all other shares of our common stock then beneficially owned by LPC would result in LPC having beneficial ownership, at any single point in time, of more than 4.99% of the then total outstanding shares of our common stock. The LPC Purchase Agreement contains customary representations, warranties, covenants, closing conditions and indemnification and termination provisions. LPC has covenanted not to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of our common stock. The LPC Purchase Agreement does not limit our ability to raise capital from other sources in our sole discretion; provided, however, that we shall not enter into any “Variable Rate Transaction” as defined in the LPC Purchase Agreement, including the issuance of any floating conversion rate or variable priced equity-like securities, but excluding any “At-the-Market” offering with a registered broker-dealer, until the later of (i) the 36-month anniversary of the date of the LPC Purchase Agreement, and (ii) the 36-month anniversary of the Commencement Date (if the Commencement has occurred), in either case irrespective of any earlier termination of the LPC Purchase Agreement. The LPC Purchase Agreement may be terminated by us at any time and at our discretion without any cost to us. In connection with the LPC transaction, we engaged A.G.P. as a placement agent to help raise capital. A.G.P. introduced us to LPC, for which we agreed to pay A.G.P. a fee of 8% of the amount of the funds received from LPC, which totaled $20,000 in the quarter ended October 31, 2020. A.G.P. will also receive a fee totaling 8% of any additional funds raised pursuant to the LPC Purchase Agreement. In addition, and in consideration for the service provided in connection with Labrys and LPC, we granted warrants that were immediately exercisable for a total of 550,000 shares of our common stock at $0.50 per share to A.G.P. and two partners of A.G.P. The warrants had a value of $220,000 and expire August 6, 2024. Of the $220,000, $91,667 was netted against the LPC equity transaction and $128,333 was recorded as debt closing costs related to the Labrys transaction and is being amortized over the one-year life of the note. Shares purchased by LPC, including the initial purchase, are summarized below: Purchase Date Number of Shares Purchased Average Purchase Price per Share Total Purchase Price Remaining Purchase Availability August 14, 2020 602,422 $ 0.410 $ 250,000 $ 10,000,000 January 2021 200,000 0.175 35,080 9,964,920 February 2021 330,106 0.626 206,798 9,758,122 March 2021 1,020,798 0.960 979,597 8,778,525 2,153,326 $ 1,221,475 We paid A.G.P. a fee of $97,718 in connection with the 1,550,904 shares purchased in 2021. The following table sets forth the remaining amount of gross proceeds we would receive from additional sales of our stock under the LPC Purchase Agreement at varying purchase prices as of April 30, 2021: Assumed Average Number of (1) Percentage of (2) Proceeds from (1) $0.10 17,118,038 17% $ 3,183,279 0.25 17,118,038 17% 5,750,984 0.81 (3) 10,837,685 12% 10,250,000 1.00 8,778,525 10% 10,250,000 1.25 7,022,820 9% 10,250,000 1.50 5,852,350 8% 10,250,000 (1) Although the Purchase Agreement provides that we may sell up to an additional $8,778,525 of our common stock to LPC, depending on the assumed average price per share, we may or may not be able to ultimately sell to Lincoln Park a number of shares of our common stock with a total value of $10,000,000 as the maximum number of shares to be sold totals 20,065,166. Following purchases and issuances made to date, 17,118,038 shares remained as of April 30, 2021. (2) The numerator is based on the maximum number of shares purchased at the corresponding assumed purchase price plus the 2,153,326 shares owned by LPC at April 30, 2021. The denominator is based on 96,391,168 shares outstanding as of April 30, 2021 plus the number of shares assumed purchased. The table does not give effect to the prohibition contained in the LPC Purchase Agreement that prevents us from selling to LPC the number of shares such that, after giving effect to such sale, LPC and its affiliates would beneficially own more than 4.99% of the then outstanding shares of our common stock. (3) The closing price of our common stock on April 30, 2021. |