Stockholders' Equity | Note 7—Stockholders' Equity Preferred Stock The Company is authorized to issue up to 10,000,000 shares of preferred stock. This preferred stock may be issued in one or more series, and shall have such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof as shall be determined at the time of issuance by our board of directors without further action by shareholders. As of December 31, 2018, 5,000,000 shares of the Company's preferred stock has been designated as Series A Preferred Stock of which 3,102,480 shares which were previously issued were converted into common stock at the time of our initial public offering and 1,897,520 Preferred Shares remain authorized. Common Shares On June 30, 2017, the Company entered into a securities purchase agreement with Spherix Incorporated pursuant to which the Company sold 1,700,000 shares of its common stock for proceeds of $675,000. Anthony Hayes, a member of the Company's board of directors is the Chief Executive Officer and member of the board of directors of Spherix Incorporated. 2017 Equity Grants Employees In May 2017, the Company's Chief Executive Officer and co-founder was issued 750,000 shares of the Company's common stock for a nominal price of $3,000. The stock was valued at $0.0993 per common share based on the cash price paid for the 1,700,000 shares in May 2017. The difference between the approximately $298,000 valuation of the 750,000 shares and the $3,000 paid was recorded as stock-based compensation expense. Other Co-Founders In May 2017, two founders were each issued 750,000 shares of the Company's common stock for a nominal price of $3,000 each (totaling 1,500,000 shares of common stock for $6,000). The Company also issued 25,000 shares of common stock to another consultant. The stock was valued at $0.3972 per common share based on the cash price paid for the 1,700,000 shares in May 2017. The difference between the approximately $0.6 million valuation of the 1,525,000 shares and the $6,000 paid was recorded as stock-based compensation expense. Directors During the period from May 16, 2017 (inception) through December 31, 2017, the Company issued a total of 155,000 shares of common stock to four directors. The stock was valued at $0.3972 per common share based on the cash price paid for the 1,700,000 shares in May 2017. The approximately $62,000 valuation of the 155,000 shares was recorded as stock-based compensation expense. Non-employees From May 29, 2017 to August 17, 2017, the Company issued 62,500 common shares with a fair value of $24,825 to member of the Company's Scientific Advisory Board. 2018 Equity Grants Employees In January 2018, the Company granted an employee 25,000 shares of common stock with a $15,000 fair value. Non-employees On March 23, 2018, the Company granted 12,500 shares of common stock of the Company to a member of the Company's Scientific Advisory Board. The fair value of the stock award was $11,000. 2018 Equity Incentive Plan The Company's 2018 Equity Incentive Plan (the "2018 Plan") was adopted by its board of directors on May 4, 2018 and by its shareholders on May 4, 2018. The Company has reserved 1,000,000 shares of common stock for issuance pursuant to the 2018 Plan. As of December 31, 2018, there were 135,987 shares granted under the 2018 Plan as noted below. Non-employees On May 4, 2018, the Company granted 12,500 shares of common stock of the Company under the 2018 Plan to a member of the Company's Scientific Advisory Board. The fair value of the stock award was $12,500. Employees On May 4, 2018, the Company granted the same employee 5,000 shares of common stock under the 2018 Plan with a $5,000 fair value. The Company's Chief Executive Officer and co-founder was issued 87,500 shares of common stock for a value of $87,500. On August 15, 2018, the Company bought back 31,513 shares from the employees who were issued common stock as part of the 2018 Plan to pay for payroll taxes. The fair value of the shares was $31,513. Immediately after the buyback of 31,513 shares such shares were immediately cancelled. Directors During the year ended December 31, 2018, the Company issued a total of 25,000 shares of common stock under the 2018 Plan to two directors for a value of $25,000. Restricted Stock Awards During the year ended 2018, 37,500 shares of restricted stock awards with a fair value of approximately $38,000 were granted 12,500 shares of these restricted stock awards were vested immediately and 25,000 shares of these restricted stock awards were vested in 1/36 increments in monthly installments beginning August 3, 2018. A summary of the Company's restricted stock awards granted under the 2018 Plan during the years ended December 31, 2018 and for the period from May 16, 2017 (inception) through December 31, 2017 is as follows: Number of Units Weighted Average Grant Day Fair Value Nonvested at May 16, 2017 (inception) - $ - Nonvested at December 31, 2017 - - Granted 37,500 0.25 Vested (15,970 ) 0.25 Nonvested at December 31, 2018 21,530 $ 0.25 As of December 31, 2018, approximately $14,000 of unrecognized stock-based compensation expense related to restricted stock awards. Stock Based Compensation Stock-based compensation expense for the year ended December 31, 2018 and for the period from May 16, 2017 (inception) through December 31, 2017 was approximately $0.1 million and $1.0 million, respectively, and comprised of the following: Year ended For the Period Employee common stock awards $ 107,500 $ 294,900 Directors common stock awards 25,000 61,566 Other Co-Founders common stock awards - 599,730 Employee restricted stock awards 10,553 - $ 143,053 $ 956,196 In addition, the Company recorded $36,000 and $24,825 of stock issued for research and development services for the year ended December 31, 2018 and for the period from May 16, 2017 (inception) through December 31, 2017, respectively. Warrant Activity A summary of warrant activity for the year ended December 31, 2018 and for the period from May 16, 2017 (inception) through December 31, 2017 is presented below: Number of Warrants Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life (in years) Outstanding as of May 16, 2017 (inception) - $ - $ - - Issued 647,242 0.25 - 6.9 Outstanding as of December 31, 2017 647,242 $ 0.25 $ - 6.9 Issued 344,125 0.25 - 6.1 Outstanding as of December 31, 2018 991,367 $ 0.25 $ - 5.9 Warrants exercisable as of December 31, 2018 991,367 $ 0.25 $ - 5.9 |