7. Stockholders' Equity | 7. STOCKHOLDERS EQUITY Private Placement Offerings - Unit Private Placements 2016 Activity On September 30, 2016, the Company completed the first tranche of an offer and sale of 100 shares of Series E Preferred stock, resulting in net proceeds of $100,000 to the Company. These shares were issued from the designated 10,000,000 share of Preferred Stock, par value as the Board may determine. In connection with the issuance of the Series E Preferred Stock, the Company issued a total of 3,333,333, five-year Class R warrants to purchase shares of the Companys common stock. The Class R warrants have an exercise price of $0.045 per share of the Companys common stock and had a relative fair value of $23,743, as determined using a Black Scholes model and allocation between the preferred shares and the warrants. The fair value of the warrants was estimated on the issue date using the following weighted average assumptions: September 30, 2016 Risk-free interest rate 1.14% Expected dividend yield 0 Expected term (in years) 5 Expected volatility 152.8% Additionally, a beneficial conversion feature of $76,257 was determined to exist, which represented a deemed dividend to the holders of the preferred shares recognizable immediately upon issue due to the ability to convert the shares concurrent with issuance of the preferred shares. The fair value of the warrants and the beneficial conversion feature, which together consumed the value of the net proceeds, were charged to additional paid in capital at the date of issuance, resulting in no credit to Convertible preferred stock series E on the Companys balance sheet. On April 6, 2016, June 13, 2016, and August 1, 2016, the Company completed the first, second and third tranches of an offer and sale of 150 shares of Series D Preferred stock, resulting in combined net proceeds of $150,000 to the Company. These shares were issued from the designated 10,000,000 share of Preferred Stock, par value as the Board may determine. In connection with the issuance of the Series D Preferred Stock, the Company issued a total of 5,000,000, five-year Class R warrants to purchase shares of the Companys common stock. The Class R warrants have an exercise price of $0.045 per share of the Companys common stock and had a relative fair value of $71,095, as determined using a Black Scholes model and allocation between the preferred shares and the warrants. The fair value of the warrants was estimated on the issue date using the following weighted average assumptions: April 6, 2016 June 13, 2016 August 1, 2016 Risk-free interest rate 1.2% 1.14% 1.06% Expected dividend yield 0 0 0 Expected term (in years) 5 5 5 Expected volatility 147.2% 149.6% 152.6% Additionally, a beneficial conversion feature of $78,905 was determined to exist, which represented a deemed dividend to the holders of the preferred shares recognizable immediately upon issue due to the ability to convert the shares concurrent with issuance of the preferred shares. The fair value of the warrants and the beneficial conversion feature, which together consumed the value of the net proceeds, were charged to additional paid in capital at the date of issuance, resulting in no credit to Convertible preferred stock series D on the Companys balance sheet. Each share of Series D and Series E Preferred Stock is convertible into common shares of the Company equal in number to $1,000.00 divided by $0.03 per share of common stock. The purchaser of each share of Series D and Series E Preferred Stock also received Series R Warrants exercisable to purchase shares of common stock of the Company equal in number to the total purchase price divided by 0.03 (with fractional shares omitted), exercisable at any time beginning one year after the closing date for a term ending five years from the closing date at an exercise price of $0.045 per share of common stock. In the event that the Company sells any or all of its assets, in any combination, whether pursuant to a merger, share exchange, stock purchase, business combination or other similar transaction, for aggregate total compensation greater than $3,000,000 within a one-year period following the date of issuance of the Preferred Shares, the Purchaser shall have the right to demand that the Company redeem all or some of the outstanding Securities (the Preferred Shares, the Warrants, the Warrant Shares and the Conversion Shares) at a redemption price equal to the aggregate purchase price of such Securities being redeemed plus an additional amount equivalent to the amount of interest that would have accrued on the aggregate purchase price of the Securities being redeemed at a rate of 15% from the date of issuance of the Preferred Shares through to the date of redemption. The Company is in control of these features. On December 7, 2015, the Company completed the offer and sale of 250 shares of Series C Preferred stock, resulting in net proceeds of $225,000 to the Company. These shares were issued from the designated 10,000,000 share of Preferred Stock, par value as the Board may determine. In connection with the issuance of the Series C Preferred Stock, the Company issued a total of 9,166,666, five-year Class Q warrants to purchase shares of the Companys common stock, including 833,333 broker warrants. The Class Q warrants have an exercise price of $0.03 per share of the Companys common stock and had a relative fair value of $116,162 as determined using a Black Scholes model and allocation between the preferred shares and the warrants. The fair value of the warrants was estimated on the issue date using the following weighted average assumptions: Risk-free interest rate 1.68% Expected dividend yield 0 Expected term (in years) 5 Expected volatility 141.9% Additionally, a beneficial conversion feature of $81,250 was determined to exist, which represented a deemed dividend to the holder of the preferred shares recognizable immediately upon issue due to the ability to convert the shares concurrent with issuance of the preferred shares. Both the fair value of the warrants and the beneficial conversion feature were charged to additional paid in capital at the date of issuance. On April 7, 2015, the Company completed a private placement consisting of 5,000,000 units issued at a price of $0.05 per unit and resulted in net proceeds of $241,832. Each unit consisted of one share of the Companys common stock and one full share Class O warrant. Each full Class O warrant is exercisable to purchase one additional common share of the Company at $0.06, for a period of five years following the date of issue. Warrants During the nine-month period ended September 30, 2016, 5,125,936 class H warrants expired, 12,443,913 class I warrants expired, 7,317,978 class J warrants expired and 8,333,333 class R warrants were issued. At September 30, 2016, there were 50,031,569 common stock warrants outstanding with a weighted average exercise price of $0.088 and a weighted average remaining term of 3.3 years. Stock Options and Stock-Based Compensation: A summary of stock option transactions for the period ended September 30, 2016 are as follows: Shares Weighted- Average Exercise Price (per share) Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Options outstanding at December 31, 2015 3,350,000 $ 0.24 3.81 $0 Granted - - Expired (150,000) 0.52 Options outstanding and exercisable at September 30, 2016 3,200,000 $ 0.22 3.23 $0 Options available for future grants 2,075,672 For the three and nine month periods ended September 30, 2016 and 2015, the Company recognized total share-based compensation for employees and consulting directors of $nil. |