Stockholders' Equity | NOTE 12 — STOCKHOLDERS EQUITY PREFERRED STOCK: Series A Convertible Preferred Stock. The Company is authorized to issue up to 10,000,000 shares of preferred stock, in one or more series, and to determine the price, rights, preferences and privileges of the shares of each such series without any further vote or action by the stockholders. The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of the holders of any shares of preferred stock that may be issued in the future. In January 2003, our Board of Directors authorized up to 4,500,000 shares of Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred stock has a par value of $0.001 and is convertible into one-half share of common stock in upon a cash payment by the holder to the Company of $0.40 per common share. The Series A Convertible Preferred Stock is entitled to receive, in preference to the common stock, of noncumulative dividends, if declared by the Board of Directors, and a claim on the Company's assets upon any liquidation of the Company senior to the common stock. These preferred shares are not entitled to voting rights. There are presently outstanding 129,062 shares of Series A Preferred Stock. On March 30, 2003, the Company completed the private placement of Units pursuant to the terms of a Unit Purchase Agreement (the “Units”) with accredited investors. Each Unit consists of the following underlying securities: (i) three shares of the Company’s common stock; (ii) one share of Series A Convertible Preferred Stock, par value $.001 per share; and (iii) one three-year warrant to purchase one share of common stock at a per share price of $0.30. The warrants expired on March 31, 2006. Each share of Series A Convertible Preferred Stock is convertible into one half share of the Company’s common stock in exchange for $0.40 per common share ($.20 for each Series A Convertible Preferred share converted). The securities underlying the Units are not to be separately tradable or transferable apart from the Units until such time as determined by the Company’s Board of Directors. A total of 4,032,743 Units were issued. As of August 31, 2014 and August 31, 2013, there were 129,062 and 129,062 Units outstanding that had not been separated, respectively. These units are presented as their underlying securities on our balance sheet and consist of 64,531 shares of Series A Preferred Stock and 96,797 shares of common stock which is included in the issued and outstanding shares. Below is a table detailing the outstanding Series A Convertible Preferred Stock shares outstanding during the last two fiscal years: Preferred Number of Weighted Avg. Shares Common Shares Proceeds if Per Common Sh. Outstanding Convertible Converted Exercise Price Outstanding, August 31, 2013 129,062 64,531 $ 25,812 $ 0.40 Expired/Retired — — — $ — Converted — — — $ 0.40 Issued — — — $ — Outstanding, August 31, 2014 129,062 64,531 $ 25,812 $ 0.40 Expired/Retired — — — $ 0.40 Converted — — — $ — Issued — — — $ — Outstanding, May 31, 2015 129,062 64,531 $ 25,812 $ 0.40 Series D Convertible Preferred Stock In March 2013, our Board of Directors authorized up to 60,000 shares of Series D Convertible Preferred Stock. Each share of Series D Convertible stock has a par value of $0.001 and is convertible into 1,000 shares of common stock beginning after March 1, 2014. Each share of Series D Convertible Preferred Stock has a stated liquidation value of $80.25. Each shares of Series D Convertible Preferred Stock shall have voting rights as stated below: March 1, 2013 to May 31, 2014, 400 votes per share; March 1, 2014 to May 31, 2015, 800 votes per share; March 1, 2015 to May 31, 2016, 1,200 votes per share; March 1, 2016 to May 31, 2017, 1,600 votes per share; March 1, 2017 and after, 2,000 votes per share; On March 22, 2013, the Company issued 58,564 shares of Series D Convertible Preferred Stock to acquire 100% of the outstanding common stock of Dotolo. On March 22, 2013 the issued shares had a fair market value of $585,640 based on the fair market value of the underlying common stock shares. On January 3, 2014, as payment for $150,000 of banking fees associated with our $4 million line of credit, we issued 20,000 shares of Series D Convertible Preferred Stock. Below is a table detailing the outstanding Series D Convertible Preferred Stock shares outstanding during the last two fiscal years: Preferred Number of Weighted Avg. Shares Common Shares Proceeds if Per Common Sh. Outstanding Convertible Converted Exercise Price Outstanding, August 31, 2013 58,564 58,564,000 $ — $ 80.25 Expired/Retired — — — $ — Converted — — — $ — Issued 20,000 20,000,000 — $ 80.25 Outstanding, August 31, 2014 78,564 78,564,000 $ — $ — Expired/Retired — — — $ — Converted — — — $ — Issued — — — $ — Outstanding, May 31, 2015 78,564 78,564,000 $ — $ 80.25 SUBSCRIBED COMMON STOCK: Below is a table detailing the Common Stock Subscribed during the last two fiscal years: For the period Ended May 31, 2015 Shares Amount Shares issuable upon conversion of convertible notes payable - $ - Total subscribed stock - $ - For the period Ended August 31, 2014 Shares Amount Shares issuable upon conversion of convertible notes payable 1,058,201 $ 5,000 Total subscribed stock 1,058,201 $ 5,000 COMMON STOCK: On March 7, 2014, the Company increased its authorized shares of common stock to 750,000,000. The increase was approved by a majority of the Company’s shareholders on January 27, 2014. As of May 31, 2015, the Company has 276,746,130 shares outstanding. Please see Part II, Item II – Sale of Unregistered Securities for information on recent sales of unregistered securities. NON-CONTROLLING INTEREST On February 27, 2009, in connection with the Technology Agreement we entered into with Institut für Umwelttechnologien GmbH, a German Company (“IUT”) whereunder the parties have agreed that the Company’s marketing rights have been transferred to its subsidiary, Oncologix Corporation and have issued IUTM 10% of the equity ownership of that subsidiary. As of February 27, 2009, the value of the non-controlling interest was $212. It was determined at August 31, 2010 the value of the investment in IUTM was impaired. Accordingly, we recorded an impairment loss in the amount of $3,186 for the year ended August 31, 2010. As of May 31, 2015, as a result of the disposition of Oncologix Corporation, we do not have to recognize a non-controlling interest. WARRANTS: The following table summarizes warrant activity in fiscal 2015 and 2014: Weighted Avg. Number Exercise Price Outstanding, August 31, 2013 7,000,000 0.012 Expired/Retired - - Exercised - - Issued 23,583,333 0.011 Outstanding, August 31, 2014 30,583,333 - Expired/Retired - - Exercised (9,583,333) 0.009 Issued - - Outstanding, May 31, 2015 21,000,000 0.012 The fair value of warrants granted is estimated using the Black-Scholes option pricing model. This model utilizes the following factors to calculate the fair value of options granted: (i) annual dividend yield, (ii) weighted-average expected life, (iii) risk-free interest rate and (iv) expected volatility. The warrants were expensed and accounted for under ASC 718. The fair value for these warrants was estimated as of the date of grant using a Black-Scholes option-pricing model with the following assumptions: For the Nine Months Ended May 31, 2015 2014 Volatility - 124% - 702% Risk free rate 0.00% 0.25% Expected dividends None None Expected term (in years) - 2 to 5 years Details relative to the 21,000,000 immediately exercisable outstanding warrants at May 31, 2015 are as follows: Weighted Average Date of Number Exercise Remaining Expiration Grant of Shares Price Exercise Life Date Outstanding, August 31, 2013 7,000,000 First quarter of fiscal 2014 4,500,000 $ 0.012 3 years November 2017 Second quarter of fiscal 2014 5,500,000 $ 0.017 2 to 3 years Dec 2015 to Dec 2016 Third quarter of fiscal 2014 9,583,333 $ 0.012 5 years May 2019 Fourth quarter of fiscal 2014 4,000,000 $ 0.007 2 years August 2016 Outstanding, August 31, 2014 30,583,333 First quarter of fiscal 2015 - $ - - Second quarter of fiscal 2015 - Third quarter of fiscal 2015 (9,583,333) $ 0.009 Outstanding, May 31, 2015 21,000,000 On August 1, 2013, the company issued 1,000,000 four-year cashless warrants as additional consideration for the acquisition of Amian Angels. These warrants expire four years after the date of issuance and have an exercise price of $.015. On August 5, 2013, the company issued 6,000,000 three-year cashless warrants, to a related party, as finder’s fees related to a working capital investment. These warrants expire three years after the date of issuance and have an exercise price of $.012. On September 11, 2013, the company issued 1,500,000 three-year cashless warrants, to a related party, as finder’s fees related to a working capital investment. These warrants expire three years after the date of issuance and have an exercise price of $.015. On November 8, 2013, the company issued 3,000,000 three-year cashless warrants, to an unrelated party, as finder’s fees related to a working capital investment. These warrants expire three years after the date of issuance and have an exercise price of $.01. On December 3, 2014, the company issued 1,000,000 three-year cashless warrants, to an unrelated party, as finder’s fees related to a working capital investment. These warrants expire three years after the date of issuance and have an exercise price of $.025. On December 20, 2014, the company issued 3,000,000 two-year cashless warrants, to an unrelated party, as finder’s fees related to a working capital investment. These warrants expire two years after the date of issuance and have an exercise price of $.016. On February 7, 2014, the company issued 1,000,000 two-year cashless warrants, to an unrelated party, as finder’s fees related to a working capital investment. These warrants expire two years after the date of issuance and have an exercise price of $.015. On May 21, 2014, the company issued 9,583,333 five-year cashless warrants, to an unrelated party, as finder’s fees related to a working capital investment. These warrants expire five years after the date of issuance and have an exercise price of $.009. On August 15, 2014, the company issued 4,000,000 two-year warrants, to an unrelated party, as finder’s fees related to a working capital investment. These warrants expire two years after the date of issuance and have an exercise price of $.0065. During the third quarter of fiscal 2015, 9,583,333 warrants were exercised in a cashless transaction. 33,382,960 shares of Common stock were issued for the warrants’ exercise. The remaining contractual life of warrants outstanding as of May 31, 2015 was 1.17 years. Warrants for the purchase of 21,000,000 and 26,586,333 shares were immediately exercisable on May 31, 2015 and 2014, respectively with a weighted-average price of $0.012 and $0.011 per share, respectively. STOCK OPTIONS: ASC 718 requires the estimation of forfeitures when recognizing compensation expense and that this estimate of forfeitures be adjusted over the requisite service period should actual forfeitures differ from such estimates. Changes in estimated forfeitures are recognized through a cumulative adjustment, which is recognized in the period of change and which impacts the amount of unamortized compensation expense to be recognized in future periods. ASC 718 requires that modification of the terms or conditions of an equity award is to be treated as an exchange of the original award for a new award. This event is accounted for as if the entity repurchases the original instrument by issuing a new instrument of equal or greater value, incurring additional compensation cost for any incremental value. 2000 Stock Incentive Plan The Company is authorized to issue up to 7,500,000 shares of common stock under its 2000 Stock Incentive Plan. Shares may be issued as incentive stock options, non-statutory stock options, deferred shares or restricted shares. Options are granted at the fair market value of the common stock on the date of the grant and have terms of up to ten years. The 2000 Stock Incentive Plan also provides for an annual grant of options to members of our Board of Directors. For fiscal years ended August 31, 2008 through 2012, our Board of Directors elected to waive the grant of these annual options. On December 13, 2013, the Board of directors authorized the granting of 6,100,000 options to its three officers; 2,400,000 options to Wayne Erwin, our CEO; 2,100,000 options to Michael Kramarz, our CFO; and 1,600,000 options to Vickie Hart, President of Amian Angels. These options vest immediately and have an exercise price $.015, the closing stock price on December 13, 2013. On December 20, 2014, the Company issued 20,000 options as part of its annual grant program to its two directors. These options vest in 1 year and have an exercise price of $.016, the closing stock price on December 20, 2013. We have 473,253 shares of common stock available for future issuance under our 2000 Stock Incentive Plan as of May 31, 2015. This plan has been approved by our shareholders. During the three and nine months years ended May 31, 2015 and 2014, we granted 6,120,000 and nil options from the stock incentive plan described above, respectively. During the three and nine months ended May 31, 2015 and 2014, nil and nil options were exercised, respectively. During the three months ended May 31, 2015 and 2014, nil and nil options expired, respectively. During the nine months ended May 31, 2015 and 2014, nil and 150,835 options expired, respectively. During the three and nine months ended May 31, 2015 and 2014, $0 and $91,163 was expensed as stock based compensation, respectively. Weighted Average Number of Option Price Exercise Price Options Granted Per Share Per Share Outstanding, August 31, 2013 217,085 $0.12 - $2.00 $ 1.120 Granted 6,120,000 $0.015 - $0.016 $ 0.020 Exercised — — $ — Cancelled (163,335 ) $1.04 - $2.00 $ 1.380 Outstanding, August 31, 2014 6,173,750 $0.12 - $2.00 $ 0.016 Granted — $ — $ — Exercised — — $ — Cancelled — $ 0.00 $ — Outstanding, May 31, 2015 6,173,750 $0.12 - $2.00 $ 0.016 The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between our closing stock price on the last trading day of the third quarter of fiscal 2015 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on May 31, 2015. Expected volatility is based primarily on historical volatility. Historical volatility is computed using weekly average pricing observations for an applicable historic period. We believe this method produces an estimate that is representative of our expectations of the future volatility over the expected term of our options. We currently have no reason to believe future volatility over the expected life of these options is likely to differ materially from historical volatility. The weighted-average expected life is based upon share option exercises, pre and post vesting terminations and share option term expirations. The risk-free interest rate is based on the U.S. treasury security rate estimated for the expected life of the options at the date of grant. The remaining contractual life of options outstanding as of May 31, 2015 was 8.49 years. Options for the purchase of 6,173,750 exercisable on May 31, 2015 with a weighted-average price of $0.016 and $0.016 per share, respectively. Options Options Outstanding Exercisable Number of options 6,173,750 6,173,750 Aggregate intrinsic value of options $ - $ - Weighted average remaining contractual term (years) 8.74 8.74 Weighted average exercise price $ 0.016 $ 0.016 2013 Omnibus Incentive Plan The Company is authorized to issue up to 10,000,000 shares of common stock under its 2013 Omnibus Incentive Plan to employees, officers, directors and consultants. The issuance adoption of this plan has been approved by the Company’s Board of Directors on May 20, 2013 and was approved by our shareholders on January 27, 2014. Any options are granted at the fair market value of the common stock on the date of the grant and have terms of up to ten years. Under the 2013 Omnibus Incentive Plan the price of the granted common stock options are equal to the fair market value of such shares on the date of grant. On September 11, 2013, we issued 1,000,000 S-8 shares to a consultant in payment for investor relations work for the Company. On January 3, 2014, we issued 1,000,000 S-8 shares to a consultant in payment for services to be provided for the Company. On November 15, 2014 we issued 1,000,000 S-8 shares to a consultant in payment for investor relations work for the Company. We have 7,000,000 shares of common stock available for future issuance under our 2013 Omnibus Incentive Plan as of May 31, 2015. Number of Securities Number of Securities To Be Issued Upon Weighted Average Remaining Available Exercise of Outstanding Exercise Price of For Future Options Outstanding Options Issuance Under Plans Equity compensation plans approved by stockholders — $ 0.00 7,000,000 Equity compensation plans not approved by stockholders — $ 0.00 — TOTAL — $ 0.00 7,000,000 |