Stockholders' Equity | Note 7 – Stockholders' Equity 2018 On June 13, 2018, the Board of Directors approved an increase in the number of authorized shares of the Company's common stock from 20,000,000 shares to 30,000,000 shares. The Company plans to seek shareholder approval of the amendment by December 31, 2019, to its articles of incorporation to effect an increase in authorized shares. As of December 31, 2018 and December 31, 2017 there were 10,883,460 and 15,013,460 shares outstanding respectively. The Company sold 190,000 shares of common stock in a private placement for an aggregate price of $190,000 on January 27, 2018. The Company has received net cash proceeds of $189,500 relating to this transaction. The Company also issued to the private placement offering investors, warrants to purchase up to 95,000 shares of common stock of the Company at a per share exercise price of $2.50. Between November 14, 2018, and December 21, 2018, the Company sold an aggregate of $990,000 of units of securities pursuant to separate purchase agreements with accredited investors (the "Investors"), at a purchase price of $1.00 per unit. Each unit consists of one share of Common Stock, and a five-year warrant to purchase one half (1/2) of one share of Common Stock, at an exercise price of $2.50 per warrant. The Company's Chief Executive Officer, invested $200,000 out of the $990,000 raised in these private placements. Except for certain issuances, for a period beginning on the final closing date of the December 2018 Private Placement and ending on the date that is 24 months thereafter, in the event that the Company issues any shares of Common Stock or securities convertible into Common Stock at a price per share or conversion price or exercise price per share that is less than $1.00, the Company shall issue to the Investors such additional number of units such that the Investor shall own an aggregate total number of units as if they had purchased the units at the price of the lower price issuance. No adjustment to the exercise price of the warrants is required in connection with a lower priced issuance. The warrants are exercisable, at any time on or after the closing date of the December 2018 Private Placement, at a price of $2.50 per share, subject to adjustment, and expire five years from the date of issuance. At any time after the Liquidity Date (as such term is defined in the governing securities purchase agreement), the Company shall have the option, subject to certain conditions, to redeem the then outstanding warrants at a price of $0.0001 per share, upon not less than thirty (30) days and not more than sixty (60) days prior written notice to the holder, provided (i) there is an effective registration statement covering the resale of the shares of Common Stock underlying the warrants and (ii) the closing bid price of the Company's Common Stock for each of the twenty (20) of the thirty (30) consecutive prior trading days is at least Five Dollars ($5.00). In connection with the December 2018 Private Placement, certain existing shareholders agreed to cancel an aggregate of 5,310,000 shares of Common Stock held by them. In connection with our December 2018 Private Placement, Emmanuel Cotrel, our Chief Executive Officer, agreed to terminate his employment agreement and all related payments, benefits and severance rights thereunder pursuant to a letter agreement. Pursuant to the letter agreement, Mr. Cotrel waived any deferred salary amount to $50,000 may have accrued to the date of the letter agreement, and the Company and Mr. Cotrel agreed that he will continue serving as the Company's Chief Executive Officer but will not draw a salary until such time as the Company achieves a mutually agreeable revenue milestone (and until such milestone is reached, no salary will be accrued or considered deferred). In consideration for the foregoing, the Company agreed to issue Mr. Cotrel an option award to purchase up to Six Hundred Thousand (600,000) shares of Common Stock at an exercise price equal to the fair market value on the date of such grant, which shall vest in 36 equal monthly installments provided Mr. Cotrel remains employed by the Company. Additionally, in connection with the December 2018 Private Placement, Adam Ferguson, the Company's then-Chief Technology Officer and Director, and Christopher MacDonald, the Company's then-Chief Operating Officer and Director, entered into separate letter agreements with the Company, pursuant to which Adam Ferguson agreed to cancel 2,125,000, and Christopher MacDonald agreed to cancel 2,485,000 of their respective shares of Common Stock, effective upon the initial closing of the December 2018 Private Placement. Pursuant to their respective letter agreements, each of Mr. Ferguson and Mr. MacDonald agreed to terminate their respective employment agreements with the Company (including all payments, benefits and severance rights and the waiver of any deferred accrued salary), effective as of the initial closing of the December 2018 Private Placement. 2017 The Company sold 2,500,000 shares of common stock to its founders for an aggregate price of $250 in September 2017. On December 28, 2017, the Company issued to the original founders of the FGH, warrants to purchase up to 500,000 shares of common stock of the Company at a per share exercise price of $1.00. The warrants, based on the terms of the agreement, will expire five years from the date of the grant and were fully vested upon the date of issuance. The Company sold 1,503,000 shares of common stock in a private placement for an aggregate price of $1,503,000 on December 28, 2017. The Company has received net cash proceeds of $1,316,859 relating to this transaction. The Company also issued to the private placement offering investors, warrants to purchase up to 751,500 shares of common stock of the Company at a per share exercise price of $2.50. The warrants, based on the terms of the agreement, will expire five years from the date of the grant and were fully vested upon the date of issuance. Stock Purchase Warrants 2018 The Company sold 190,000 shares of common stock in a private placement for an aggregate price of $190,000 on January 27, 2018. The Company has received net cash proceeds of $189,500 relating to this transaction. The Company also issued to the private placement offering investors, warrants to purchase up to 95,000 shares of common stock of the Company at a per share exercise price of $2.50. Between November 14, 2018, and December 21, 2018, we sold an aggregate of $990,000 of units of securities pursuant to separate purchase agreements with accredited investors at a purchase price of $1.00 per unit. Each unit consists of one share of Common Stock, and a five-year warrant to purchase one half (1/2) of one share of Common Stock, at an exercise price of $2.50 per warrant. All of the warrants issued in 2018, based on the terms of the agreement, will expire five years from the date of the grant and were fully vested upon the date of issuance. 2017 The Company sold 2,500,000 shares of common stock to its founders for an aggregate price of $250 in September 2017. On December 28, 2017, the Company issued to the original founders of the FGH, warrants to purchase up to 500,000 shares of common stock of the Company at a per share exercise price of $1.00. The warrants, based on the terms of the agreement, will expire five years from the date of the grant and were fully vested upon the date of issuance. The Company sold 1,503,000 shares of common stock in a private placement for an aggregate price of $1,503,000 on December 28, 2017. The Company has received net cash proceeds of $1,316,859 relating to this transaction. The Company also issued to the private placement offering investors, warrants to purchase up to 751,500 shares of common stock of the Company at a per share exercise price of $2.50. The warrants, based on the terms of the agreement, will expire five years from the date of the grant and were fully vested upon the date of issuance. The following table represents the warrant activity for the years ended December 31, 2018 and 2017: Weighted Average Number of Exercise Remaining Outstanding April 19, 2017 (inception) - $ - - Granted 1,251,500 1.90 4.99 Exercised - - - Forfeited - - - Outstanding and Exercisable, December 31, 2017 1,251,500 $ 1.90 4.99 Granted 590,000 2.50 4.8 Exercised - Forfeited - Outstanding and Exercisable, December 31, 2018 1,841,500 $ 2.09 4.2 The remaining contractual life of the warrants outstanding ranges from 4.0 years to 5.0 years and the strike price range from $1.00 to $2.50. Warrants Outstanding Warrants Exercisable Weighted Average Outstanding Remaining Exercisable Exercise Number of Life in Number of Grant Date Price Warrants Years Warrants December 28, 2017 $ 1.00 500,000 3.99 500,000 December 28, 2017 2.50 751,500 3.99 751,500 January 27, 2018 2.50 95,000 4.08 95,000 November 14, 2018 2.50 312,500 4.87 312,500 December 16, 2018 2.50 182,500 4.96 182,500 1,841,500 4.24 1,841,500 Stock options As of December 31, 2017, no stock options had been issued by the Company. Pursuant to the terms of the Company's "2017 Equity Incentive Plan" described in this Report, in 2018 the Company issued 1,935,000 options, to its employees, strategic consultants, and its management. The options issued were calculated using the Black-Scholes option pricing model, based on the following weighted-average assumptions: Risk-free interest rate 2.98 % Dividend Yield — Expected term (in years) 5.0 Expected volatility 52.78 % This resulted in $912,177 in stock-based compensation expense that will be expensed by the Company over a five year period. During the year ended December 31, 2018, the stock-based compensation expense recognized by the Company was $247,146. As of December 31, 2018 and 2017, total unrecognized expense related to employee stock options was $665,031 and -0-, respectively, which is expected to be recognized over a weighted average period of 4.8 years. The following table summarizes 2018 stock option activity: Number of options Weighted- Weighted- Employee Awards Outstanding at December 31, 2017 - $ - - Granted 1,935,000 $ 0.62 5.0 Exercised - Forfeited - Outstanding at December 31, 2018 1,935,000 $ 0.62 4.8 |