Quarterly report pursuant to Section 13 or 15(d)

Stockholders??? Deficit

v3.21.2
Stockholders’ Deficit
6 Months Ended
Jun. 30, 2021
Equity [Abstract]  
Stockholders’ Deficit

  6) Stockholders’ Deficit

 

Preferred Stock

 

We are authorized to issue 1,000,000 shares of preferred stock with a par value of $0.01. Of the 1,000,000 shares of preferred stock:

 

  1) 20,000 shares have been designated as Series A Junior Participating Preferred Stock (“Junior A”)
     
  2) 313,960 shares have been designated as Series A Convertible Preferred Stock (“Series A”)
     
  3) 279,256 shares have been designated as Series B Convertible Preferred Stock (“Series B”)
     
  4) 88,098 shares have been designated as Series C Convertible Preferred Stock (“Series C”)
     
  5) 850 shares have been designated as Series D Convertible Preferred Stock (“Series D”)
     
  6) 500 shares have been designated as Series E Convertible Preferred Stock (“Series E”)
     
  7) 240,000 shares have been designated as Series G Convertible Preferred Stock (“Series G”)
     
  8) 10,000 shares have been designated as Series H Convertible Preferred Stock (“Series H”)
     
  9) 21 shares have been designated as Series H2 Convertible Preferred Stock (“Series H2”)
     
  10) 6,250 shares have been designated as Series J Convertible Preferred Stock (“Series J”)
     
  11) 15,000 shares have been designated as Series K Convertible Preferred Stock (“Series K”)
     
  12) 10,000 shares have been designated as Series AA Convertible Preferred Stock (“Series AA”)

 

As of June 30, 2021, there were no shares of Junior A, and Series A, B, C and E issued and outstanding. See our Annual Report on Form 10-K for the year ended December 31, 2020 for the pertinent disclosures of preferred stock.

 

During the six months ended June 30, 2021, the Company entered into Securities Purchase Agreements with accredited investors pursuant to which the Company sold an aggregate of 40 shares of Series AA Convertible Preferred Stock, each preferred share convertible into 1,000 shares of the Company’s common stock, par value $0.01 per share, for an aggregate Purchase price of $100,000. We issued to the investors warrants to purchase an aggregate 40,000 shares of common stock with an exercise price of $3.50 per share. The Company did not incur any placement agent fees for this transaction.

 

 

Stock Options and Warrants

 

At the Company’s December 12, 2013 Special Meeting, the shareholders approved the 2013 Equity Incentive Plan (the “2013 Plan”) pursuant to which 3,000,000 shares of our common stock were reserved for issuance upon exercise of stock options or other equity awards. Under the 2013 Plan, we may award stock options, shares of common stock, and other equity interests in the Company to employees, officers, directors, consultants, and advisors, and to any other persons the Board of Directors deems appropriate. As of June 30, 2021, options to acquire 1,350,046 shares were outstanding under the Plan.

 

 

As of June 30, 2021, total unrecognized compensation cost related to the unvested stock-based awards was $218,339, which is expected to be recognized over weighted average period of 1.62 years. The aggregate intrinsic value associated with the options outstanding and exercisable, and the aggregate intrinsic value associated with the warrants outstanding and exercisable as of June 30, 2021, based on the June 30, 2021 closing stock price of $2.17, was $1,472,943.

 

The following table summarizes information concerning options and warrants outstanding and exercisable:

 

      Stock Options     Warrants              
      Weighted     Weighted              
      Average     Average              
      Shares    

price

per

share

    Shares    

price

per

share

    Shares    

Total

Exercisable

 
Balance outstanding, December 31, 2020       1,355,901     $ 0.69       14,434,702     $ 3.50       15,790,603       15,302,830  
Granted       24,000       2.17       1,374,600       3.61       1,398,600       -  
Exercised       (21,411 )     0.69       -       -       (21,411 )     -  
Expired/forfeited       (8,444 )     0.69       (105,495 )   $ 3.50       (113,939 )     -  
Balance outstanding, June 30, 2021       1,350,046     $ 0.72       15,703,807     $ 3.50       17,053,853       16,699,039  

 

In the six months ended June 30, 2021 the Company issued 24,000 stock options to an employee ($49,135 fair value, $2.17 exercise price, three-year vesting term and ten-year expiration term). As of June 30, 2021, the 1,350,046 stock options outstanding have a $0.72 weighted average exercise price and 8.22 years weighted average remaining term. Of these options, 995,232 are currently exercisable.

 

 

Common Stock and Warrant Issuances

 

As profiled in the following table, for five loans we are obligated to issue common stock if not paid by defined dates.

 

      Loan Issuance   Loan     Shares     Defined     Defined  
Loan     Date   Principal     Issuable     Date     Frequency  
                               
Loan 1     July 21, 2020   $ 115,000       5,000       September 30, 2020       Monthly  
Loan 2     September 21, 2020   $ 345,000       12,500       November 16, 2020       Weekly  
Loan 3     September 23, 2020   $ 115,000       12,500       December 1, 2020       Weekly  
Loan 4     September 25, 2020   $ 115,000       12,500       December 1, 2020       Weekly  
Loan 5     October 22, 2020   $ 115,000       12,500       December 1, 2020       Weekly  

 

For our loan dated December 23, 2020, we are obligated to issue 100,000 warrants if the loan is not repaid before January 23, 2021 and an additional 10,000 shares of common stock and 100,000 warrants if the loan is not repaid before February 23, 2021. We are also obligated to issue 10,000 shares of common stock and 200,000 warrants if the loan is not repaid before March 23, 2021. During the six months ended June 30, 2021 the Company issued 400,000 warrants to this lender ($3.50 exercise price and five-year term) with a fair value of $600,298. The Company is also obligated to issue 10,000 shares of common stock to this lender every 31 days up to the loan’s maturity date on June 23, 2021.

 

During the six months ended June 30, 2021, we issued 1,642,982 shares of common stock with a fair value of approximately $3.5 million to lenders for interest paid-in-kind, 112,400 shares with a fair value of $238,512 for services rendered, 139,700 shares with a fair value of $349,250 for conversions of debt principal and interest, 21,411 shares for stock option exercises (at an exercise price of $0.69 per share), 56,067 shares with a fair value of $114,298 for dividends paid-in-kind and 120,000 shares with a fair value of $112,877 for Common Stock issued with debt. During this period, we also issued 1,374,600 warrants (three to five-year term at a $3.50 to $5.00 exercise price) to acquire common stock at a fair value of $1.7 million to lenders in conjunction with signing of new convertible loans and interest paid-in-kind.

 

During the six months ended June 30, 2020, we issued to Series AA holders 64,388 shares of common stock for dividends totaling of $176,748 issued in stock in lieu of cash. During this period the Company also issued 593,277 shares of restricted common stock at a fair value of $1,693,251 to accredited investors and consultants. 420,746 of the shares with a fair value of $1,317,649 were issued for conversions of debt principal and interest; 81,031 of the shares with a fair value of $159,784 were issued for debt extensions and interest payments; 66,500 shares with a fair value of $127,855 were issued to settle an accrued liability; and 25,000 shares with a fair value of $87,963 were issued for services rendered.