Stockholders' Equity | NOTE 9 – Stockholders’ Equity Preferred Stock The Company’s articles of incorporation authorize the Company to issue up to 40,000,000 shares of preferred stock, par value $0.0001 per share, having preferences to be determined by the Board of Directors of the Company for dividends and liquidation of the Company’s assets. Of the 40,000,000 shares of preferred stock the Company is authorized to issue by its articles of incorporation, the Board of Directors has designated up to 3,000,000 shares as Series AA Preferred Stock. As of December 31, 2017 and 2016, the Company had no shares of preferred stock outstanding. Common Stock As of December 31, 2017, the Company has 165,288,061 shares of common stock, par value $0.0001, outstanding. The Company’s articles of incorporation authorize the Company to issue up to 300,000,000 shares of common stock. The holders are entitled to one vote for each share on matters submitted to a vote to shareholders, and to share pro rata in all dividends payable on common stock after payment of dividends on any shares of preferred stock having preference in payment of dividends. During the year ended December 31, 2017, the Company issued the following shares of common stock in connection with financing activities: On August 10, 2017, the Company announced the closing of its rights offering, which expired on August 4, 2017, and raised aggregate gross proceeds of approximately $2.29 million, including $670,000 in cash and $1.6 million in conversion of previously issued 8% notes payable and accrued interest (see Note 8), from the sale of 28.6 million shares of common stock at a price of $0.08 per share. The Company had approximately $0.1 million of costs associated with the offering netted against the cash proceeds. The rights offering was made pursuant to a registration statement on Form S-1 (No. 333-215941) and prospectus on file with the SEC. The Company used the net proceeds for general working capital purposes. The Company also extinguished the remaining 8% promissory notes issued in December 2016 through the conversion of indebtedness into shares of its common stock at a per share price of $0.08 and cash repayment. The Company issued 2,754,500 shares for the conversion of a total of $220,360 in principal and accrued interest and repaid the remaining balance in cash in the full amount of $52,467 of principal and accrued interest. As a result of these transactions, the previously issued 8% notes payable have been extinguished in full. Equity Incentive Program On December 18, 2014, the Company’s Board of Directors approved an Equity Incentive Program (the “Equity Incentive Program”), whereby the Company’s employees could elect to receive equity in lieu of cash for all or part of their salary compensation. During the year ended December 31, 2017, the Company issued the following shares of common stock for compensation: During the year ended December 31, 2017, the Company issued an aggregate of 730,126 shares of common stock to employees of the Company pursuant to the Company’s Equity Incentive Program at prices ranging from $0.08 to $0.12. During the year ended December 31, 2017, the Company issued an aggregate of 2,634,984 shares of common stock to directors of the Company pursuant to the Company’s Fiscal Year 2017 Director Compensation Plan at prices ranging from $0.077 to $0.12. On February 13, 2017, the Company issued an aggregate of 160,000 shares of common stock to two employees of the Company as compensation at a price of $0.125 per share. During the year ended December 31, 2017, the Company issued the following shares of common stock in connection with the exercise of warrants: On May 11, 2017, the Company issued an aggregate of 3,437,500 shares to accredited investors in connection with the exercise of warrants at an exercise price of $0.08 per share. On August 10, 2017, the Company issued an aggregate of 781,250 shares to accredited investors in connection with the exercise of warrants at an exercise price of $0.08 per share. The following table summarizes the number of shares of Common Stock issued by the Company for cash, conversion of notes payable, for share-based compensation and upon the exercise of warrants for the year ended December 31, 2017: Number of Shares of Common Stock Issued Value Shares of Common Stock for cash and conversions of notes payable, net of offering costs 28,633,512 $ 2,166,522 Share-based compensation 3,525,110 $ 335,144 Exercise of warrants 4,218,750 $ 337,500 For the year ended December 31, 2016, the Company issued the following shares of Common Stock: Number of Shares of Common Stock Issued Value Shares of Common Stock for cash, net of offering costs 37,475,620 $ 2,936,792 Share-based compensation 10,583,157 $ 423,783 Performance and/or market based stock awards In January 2015, the Board of Directors approved the issuance of 940,595 restricted shares of Common Stock of the Company. These shares will be issued to the then members of the Board of Directors upon vesting, which will be when the market price of the Company’s Common Stock trades at or above $2 for a specified period. The initial value of the restricted stock grant was approximately $38,000, as adjusted for forfeitures resulting from directors who have resigned, which will be amortized over the estimated service period. The Company recorded an expense of $15,871 and $30,793 from the amortization of the unvested restricted shares for the years ended December 31, 2017 and 2016, respectively. The shares were valued using a Monte Carlo Simulation with a six-year life, 88.0% volatility and a risk-free interest rate of 1.79%. In February 2016, the Board of Directors approved the issuance of 3,301,358 restricted shares of Common Stock of the Company. These shares will be issued to the then President (1,100,453 shares) and Chief Financial Officer (2,200,905 shares) upon vesting, which will be according to the following terms: - 20% when the market price of the Company’s Common Stock trades at or above $0.30 for a specified period. - 30% when the market price of the Company’s Common Stock trades at or above $0.40 for a specified period. - 30% when the market price of the Company’s Common Stock trades at or above $0.50 for a specified period. - 20% when the market price of the Company’s Common Stock trades at or above $0.60 for a specified period. The initial value of the restricted stock grant was approximately $198,000, which was amortized over the estimated service period. The Company recorded an expense of $23,658 and $22,409 from the amortization of the unvested restricted shares for the years ended December 31, 2017 and 2016, respectively. The shares were valued using a Monte Carlo Simulation with a six-year life, 91.0% volatility and a risk-free interest rate of 1.34%. In December 2016, in conjunction with the resignation of the President, the Board of Directors modified the terms of the President’s award of 1,100,453 shares to provide for an expiration date of December 2017. The Company revalued this award based on the new terms and determined the value of the award was approximately $18,000, which was being amortized over the estimated service period. In January 2016, the Board of Directors approved the issuance of 6,281,250 restricted shares of Common Stock of the Company. These shares were issued to the then members of the Board of Directors upon vesting, which occurred when the market price of the Company’s Common Stock traded at or above $0.12 for a specified period or when the Company had positive EBITDA (a non GAAP measure) for one quarter in 2016. These shares were issued to the then members of the Board of Directors on June 13, 2016, when the market price of the Company’s Common Stock traded at or above $0.12 for a 30-day volume weighted average price. The initial value of the restricted stock grant was $509,000, which has been amortized over the estimated performance period. The Company recorded the entire value as expense from the amortization of the restricted shares for the year ended December 31, 2016. The shares were valued using a Monte Carlo Simulation with a one-year life, 106.0% volatility and a risk free interest rate of 0.65%. In May 2016, the Board of Directors approved the issuance of 1,100,453 restricted shares of Common Stock of the Company. These shares were to be issued to the then Chief Executive Officer upon vesting, which was to be according to the following terms: - 20% when the market price of the Company’s Common Stock trades at or above $0.30 for a specified period. - 30% when the market price of the Company’s Common Stock trades at or above $0.40 for a specified period. - 30% when the market price of the Company’s Common Stock trades at or above $0.50 for a specified period. - 20% when the market price of the Company’s Common Stock trades at or above $0.60 for a specified period. The initial value of the restricted stock grant was approximately $94,000, which was to be amortized over the estimated service period. In December 2016, the then Chief Executive Officer resigned from the Company; therefore, any recognized expense was reversed and the expense recognized by the Company during the year ended December 31, 2016 was $0. In December 2016, the Board of Directors modified the terms of this award in conjunction with the resignation of the then Chief Executive Officer to provide for an expiration date of December 2017. The Company revalued this award based on the new terms and determined the value of the award was approximately $18,000, which was being amortized over the estimated service period. In September 2016, the Board of Directors approved the issuance of 1,650,680 restricted shares of Common Stock of the Company. These shares will be issued to the Vice President of Sales and Marketing upon vesting, which will be according to the following terms: - 20% when the market price of the Company’s Common Stock trades at or above $0.30 for a specified period. - 30% when the market price of the Company’s Common Stock trades at or above $0.40 for a specified period. - 30% when the market price of the Company’s Common Stock trades at or above $0.50 for a specified period. - 20% when the market price of the Company’s Common Stock trades at or above $0.60 for a specified period. The initial value of the restricted stock grant was approximately $141,000, which was being amortized over the estimated service period. Upon the termination of the then Vice President of Sales and Marketing on April 28, 2017, this grant was terminated and the Company reversed all previous expense and is no longer recording expense related to this award. The Company recorded income of $14,802 from the reversal of previous amortization of the unvested restricted shares for the year ended December 31, 2017. The shares were valued using a Monte Carlo Simulation with a 6-year life, 92.0% volatility and a risk-free interest rate of 1.35%. In December 2016, the Board of Directors approved the issuance of 6,790,000 restricted shares of Common Stock of the Company. These shares will be issued to members of the Board of Directors and certain executives and employees upon vesting, which will occur when the price per share of the Company’s Common Stock, based upon a 30-trading day volume weighted average price (“VWAP”), is equal to at least $0.20 per share. The initial value of the restricted stock grant was approximately $464,000, which is being amortized over the estimated service period. The Company recorded an expense of $91,087 and $5,967 from the amortization of the unvested restricted shares for the years ended December 31, 2017 and 2016, respectively. The shares were valued using a Monte Carlo Simulation with a 6-year life, 98.0% volatility and a risk free interest rate of 2.00%. In June 2017, the Board of Directors approved the issuance of 1,000,000 restricted shares of Common Stock of the Company. The initial value of the restricted stock grant was $72,099, which is being amortized over the estimated service period. These shares will be issued to certain executives upon the Company meeting the following bench marks: 50% will vest when the price per share of the Company’s Common Stock, based upon a 30-trading day VWAP, is equal to at least $0.20 per share and 50% will vest when the price per share of the Company’s Common Stock, based upon a 30-trading day VWAP, is equal to at least $0.35 per share. The expense for the year ended December 31, 2017 was $7,671. Throughout the year ended December 31, 2017, the Board of Directors approved the issuance of 2,200,000 restricted shares of Common Stock of the Company. The initial value of the restricted stock grant was $150,258, which is being amortized over the estimated service period. These shares will be issued to certain executives and employees upon vesting, which will occur when the price per share of the Company’s Common Stock, measured and approved based upon a 30-day trading VWAP, is equal to at least $0.20 per share. The expense for the year ended December 31, 2017 was $18,177. On December 29, 2017, the Board of Directors approved the issuance of 2,100,000 restricted shares of Common Stock of the Company. These shares will be issued to certain executives upon vesting: 50% of the grant upon the Company reporting its first quarter positive Adjusted EBITDA (as presented by the Company) and 50% of the grant upon the Company reporting its first quarter positive Net Income (GAAP). The value of the shares of $0.05 per share was based on the fair market value of the Company’s Common Stock on the date of the issuance was approved. The Company will expense the value of the shares when it determines it is probable the performance targets will be achieved. There was no expense recorded during the year ended December 31, 2017. A summary of the Company's restricted stock awards (including shares approved but not issued) is presented below: Number of Shares Weighted- Average Grant-Date Fair Value per Share Unvested at January 1, 2017 12,691,084 $ 0.08 Restricted stock granted 5,300,000 0.04 Restricted stock vested — — Restricted stock forfeited (4,211,586 ) 0.05 Unvested at December 31, 2017 13,779,498 $ 0.08 Options and Warrants During the year ended December 31, 2017, the Company issued 4,218,750 shares of common stock in connection with the exercise of stock warrants at an exercise price of $0.08 per share for total proceeds of $337,500. During the year ended December 31, 2016, the Company did not have any exercises of stock warrants. (See Note 11 for additional information about stock options and warrants). |