8. Stockholders' Equity | 8. STOCKHOLDERS EQUITY Private Placement Offerings - Unit Private Placements 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. Series A Convertible Preferred Stock: The Company has 150,000 shares of Series A Convertible Preferred Stock outstanding at December 31, 2016. These shares were issued from the designated 1,000,000 shares of Series A Preferred Stock, no par value, with the following rights and preferences: Liquidation Preference: Upon a liquidation event, an amount in cash equal to $2.00 per share (adjusted appropriately for stock splits, stock dividends and the like), for a total of $300,000 at December 31, 2016, together with declared but unpaid dividends to which the holders of outstanding shares of Series A Preferred Stock are entitled shall be paid prior to liquidation payments to holders of Company securities junior to the Series A Preferred Stock. · · · · · During the year ended December 31, 2015, a holder of 25,000 shares of Series A Preferred stock converted his shares into 150,000 common shares. Cumulative dividends payable of $8,535 was recognized upon the conversion of these shares. Conversion of outstanding shares of Series A Preferred stock would have resulted in dilution of 900,000 and 900,000 common shares for the years ended December 31, 2016 and 2015, respectively. Series B Convertible Preferred Stock: The Company has 200 shares of Series B Convertible Preferred Stock outstanding at December 31, 2016. These shares were issued from the designated 300 shares of Series B Preferred Stock, no par value, with the following rights and preferences: · · · · Conversion of outstanding shares of Series B Preferred stock would result in dilution of 2,857,142 and 2,857,142 common shares for the years ended December 31, 2016 and 2015, respectively. Series C Convertible Preferred Stock: On December 8, 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, including 833,333 broker warrants. The Class Q warrants have an exercise price of $0.03 per share of the Companys common stock with a fair value of $116,162 as determined using a Black Scholes model and allocation between the preferred shares and the warrants. Additionally, after accounting for the fair value of the warrant, 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. The Series C Preferred Stock includes a redemption feature which, in the event the Company sells any or all of its assets for aggregate total compensation greater than $3,000,000 within a one-year period following the date of issuance of the Series C Preferred Shares, the Purchaser has the right to redeem all or some of the outstanding securities. The redemption price would be equal to the purchase price plus an additional amount equivalent to the amount of interest that would have accrued on the purchase price at a rate of 15% from the date of issuance of the Series C Preferred Shares through the date of redemption. The holders of the Series C Preferred Stock cannot trigger or otherwise require the sale of the assets through representation on the board of directors, or through other rights, because the decision to sell all or substantially all of the issuer's assets and the distribution to common stockholders is solely within the Companys control. Company management has concluded under ASC 480 there could not be a "hostile" asset sale whereby a triggering event could occur without the Companys approval, and therefore, classifying the Series C Preferred Stock and associated warrants in permanent equity is appropriate. The Company has 250 shares of Series C Convertible Preferred Stock outstanding at December 31, 2016. These shares were issued from the designated 250 shares of Series C Preferred Stock, no par value. Conversion of outstanding shares of Series C Preferred stock would result in dilution of 8,333,333 and 8,333,333 common shares for the years ended December 31, 2016 and 2015, respectively. Series D Convertible Preferred Stock: 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 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. 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. The Company has 150 shares of Series D Convertible Preferred Stock outstanding at December 31, 2016. These shares were issued from the designated 150 shares of Series D Preferred Stock, no par value. Conversion of outstanding shares of Series D Preferred stock would result in dilution of 5,000,000 and nil common shares for the years ended December 31, 2016 and 2015, respectively. Series E Convertible Preferred Stock: On September 30, 2016, November 2, 2016, and December 9, 2016, the Company completed the first, second and third tranches of an offer and sale of 300 shares of Series E Preferred stock, resulting in net proceeds of $300,000 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 10,000,000, 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 $141,228, as determined using a Black Scholes model and allocation between the preferred shares and the warrants. Additionally, a beneficial conversion feature of $147,943 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. The Company has 300 shares of Series E Convertible Preferred Stock outstanding at December 31, 2016. These shares were issued from the designated 300 shares of Series E Preferred Stock, no par value. Conversion of outstanding shares of Series E Preferred stock would result in dilution of 10,000,000 and nil common shares for the years ended December 31, 2016 and 2015, respectively. Series F Convertible Preferred Stock: On December 30, 2016, the Company completed an offer and sale of 500 shares of Series F Preferred stock, resulting in net proceeds of $50,000 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 F Preferred Stock, the Company issued a total of 1,666,667, five-year Class S warrants to purchase shares of the Companys common stock. The Class S warrants have an exercise price of $0.03 per share of the Companys common stock and had a relative fair value of $24,138, as determined using a Black Scholes model and allocation between the preferred shares and the warrants. Additionally, a beneficial conversion feature of $25,862 was determined to exist, which represented a deemed dividend to the holders of the preferred shares recognizable immediately upon issue due to the ability to convert the shares concurrent with issuance of the preferred shares. The fair value of the warrants and the beneficial conversion feature, which together consumed the value of the net proceeds, were charged to additional paid in capital at the date of issuance, resulting in no credit to Convertible preferred stock series F on the Companys balance sheet. The Company has 50 shares of Series F Convertible Preferred Stock outstanding at December 31, 2016. These shares were issued from the designated 50 shares of Series F Preferred Stock, no par value. Conversion of outstanding shares of Series F Preferred stock would result in dilution of 1,666,667 and nil common shares for the years ended December 31, 2016 and 2015, respectively. The fair value of the warrants of Series C, D, E and F, were estimated on the issue dates using the following weighted average assumptions: Preferred Series C D D D E E E F Issue Date 8-Dec-15 6-Apr-16 13-Jun-16 1-Aug-16 30-Sep-16 2-Nov-16 9-Dec-16 30-Dec-16 Risk-free interest rate 1.68% 1.20% 1.14% 1.06% 1.14% 1.26% 1.89% 1.93% Expected dividend yield 0 0 0 0 0 0 0 0 Expected term (in years) 5 5 5 5 5 5 5 5 Expected volatility 141.90% 147.20% 149.60% 152.60% 152.80% 152.90% 153.10% 153.70% Series C, D, E and F Preferred Stock were issued with the following rights and preferences: · · · · · Warrants: The following is a summary of warrants for December 31, 2016: Shares Exercise Price ($) Expiration Date Class H Warrants: (Issued for Private Placement) Warrants issued 2011 5,125,936 0.30 May 31, 2016 Outstanding and exercisable at December 31, 2015 5,125,936 Warrants expired May 31, 2016 (5,125,936) Outstanding and exercisable at December 31, 2016 - Class I Warrants: (Issued for Private Placement) Warrants issued 2011 13,906,413 0.40 May 31, 2016 Outstanding and exercisable at December 31, 2015 13,906,413 Warrants expired May 31, 2016 (13,906,413) Outstanding and exercisable at December 31, 2016 - Class J Warrants: (Issued for Private Placement) Warrants issued 2011 8,780,478 0.30 July 29, 2016 Outstanding and exercisable at December 31, 2015 8,780,478 Warrants expired July 29,2016 (8,780,478) Outstanding and exercisable at December 31, 2016 - Class L Warrants: (Issued for Private Placement of Preferred Stock) Warrants issued January 23, 2014 2,857,142 0.10 January 23, 2019 Outstanding and exercisable at December 31, 2015 2,857,142 Outstanding and exercisable at December 31, 2016 2,857,142 Class M Warrants: (Issued for Note Payable) Warrants issued January 29, 2014 1,735,000 0.15 January 29, 2019 Outstanding and exercisable at December 31, 2015 1,735,000 Outstanding and exercisable at December 31, 2016 1,735,000 Class N Warrants: (Issued for Private Placement) Warrants issued June 6, 2014 7,104,317 0.11 June 6, 2019 Warrants issued June 30, 2014 4,350,180 0.11 June 30, 2019 Warrants issued July 18, 2014 2,408,545 0.11 July 18, 2019 Outstanding and exercisable at December 31, 2015 13,863,042 Outstanding and exercisable at December 31, 2016 13,863,042 Class N-2 Warrants: (Issued for Finders Fees) Warrants issued July 18, 2014 2,701,386 .055 July 18, 2019 Outstanding and exercisable at December 31, 2015 2,701,386 Outstanding and exercisable at December 31, 2016 2,701,386 Class O Warrants: (Issued for Private Placement) Warrants issued March 31, 2015 5,000,000 .06 March 31, 2020 Outstanding and exercisable at December 31, 2015 5,000,000 Outstanding and exercisable at December 31, 2016 5,000,000 Class P Warrants: (Issued for Sale of GNP Distribution Interest) Warrants issued June 23, 2015 2,250,000 .07 June 23, 2020 Outstanding and exercisable at December 31, 2015 2,250,000 Outstanding and exercisable at December 31, 2016 2,250,000 Class P-2 Warrants: (Issued for Finders Fees) Warrants issued June 23, 2015 1,200,000 .05 June 23, 2020 Outstanding and exercisable at December 31, 2015 1,200,000 Outstanding and exercisable at December 31, 2016 1,200,000 Class Q Warrants: (Issued for Private Placement of Preferred Stock) Warrants issued December 8, 2015 8,333,333 .03 December 8, 2020 Outstanding and exercisable at December 31, 2015 8,333,333 Outstanding and exercisable at December 31, 2016 8,333,333 Class Q-2 Warrants: (Issued for Finders Fees) Warrants issued December 8, 2015 833,333 .03 December 8, 2020 Outstanding and exercisable at December 31, 2015 833,333 Outstanding and exercisable at December 31, 2016 833,333 Class R Warrants: (Issued for Private Placement of Preferred Stock) Warrants issued April 6, 2016 1,666,667 .045 April 6, 2021 Warrants Issued June 13, 2016 1,666,666 .045 June 13, 2021 Warrants Issued September 30, 2016 5,000,000 .045 September 30, 2021 Warrants Issued November 2, 2016 3,333,333 .045 November 2, 2021 Warrants Issued December 9, 2016 3,333,335 .045 December 9, 2021 Outstanding and exercisable at December 31, 2016 15,000,001 Class S Warrants: (Issued for Private Placement of Preferred Stock) Warrants issued December 30, 2016 1,666,667 .03 December 30, 2021 Outstanding and exercisable at December 31, 2016 1,666,667 Weighted average exercise of warrants outstanding and weighted average exercise price at December 31, 2016 55,439,904 0.067 Stock Options and Stock-Based Compensation: Under the Companys 2008 Equity Incentive Plan, as amended by shareholder vote on November 27, 2013 (the Plan), options to purchase shares of common stock may be granted to key employees, contract management and directors of the Company. The Plan permits the granting of nonqualified stock options, incentive stock options and shares of common stock. Upon exercise of options, shares of common stock are issued from the Companys treasury stock or, if insufficient treasury shares are available, from authorized but unissued shares. Options are granted at a price equal to the closing price of the common stock on the date of grant. The stock options are generally exercisable immediately upon grant and for a period of 10 years. In the event of cessation of the holders relationship with the Company, the holders exercise period terminates 90 days following such cessation. A summary of stock option transactions for the years ended December 31, 2016 and 2015 are as follows: Activity for 2016 and 2015 Shares Weighted- Average Exercise Price (per share) Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Options outstanding at December 31, 2014 3,500,000 $ 0.26 4.73 Expired in 2015 (150,000) 0.68 Options outstanding at December 31, 2015 3,350,000 $ 0.24 3.81 Expired in 2016 (150,000) 0.52 Options outstanding and exercisable at December 31, 2016 3,200,000 $ 0.22 2.98 $0 There were no options issued or exercised during 2016 and 2015. For the year ended December 31, 2016 and 2015, the Company recognized no share-based compensation for employees and consulting directors. |