Quarterly report pursuant to Section 13 or 15(d)

Stockholders' Deficit

v3.8.0.1
Stockholders' Deficit
3 Months Ended
Mar. 31, 2018
Equity [Abstract]  
Stockholders' Deficit

  7) 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 on May 1, 2018 as Series AA Convertible Preferred Stock (“Series AA”)

 

As of March 31, 2018, there were no shares of Junior A, and Series A, B, C, E and AA issued and outstanding. See our Annual Report on Form 10-K for the year ended December 31, 2017 for the pertinent disclosures of preferred stock.

 

Stock Options and Warrants

 

Our stockholders approved our amended 2005 Equity Incentive Plan (the “Plan”) pursuant to which an aggregate of 1,800,000 shares of our common stock were reserved for issuance upon exercise of stock options or other equity awards made under the Plan. Under the 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 March 31, 2018, options to acquire 35,274 shares were outstanding under the Plan.

 

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 March 31, 2018, options to acquire 81,925 shares were outstanding under the Plan with 2,917,519 shares available for future grant under the 2013 Plan.

 

On November 29, 2015 the Company’s Board of Directors adopted the 2015 Nonqualified Stock Option Plan (the “2015 Plan”) pursuant to which 5,000,000 shares of our common stock were reserved for issuance upon exercise of non-qualified stock options. Under the 2015 Plan, we may award non-qualified stock options in the Company to employees, officers, directors, consultants, and advisors, and to any other persons the Board of Directors deems appropriate. As of March 31, 2018, non-qualified options to acquire 129,937 shares were outstanding under the Plan.

 

All of the outstanding non-qualified options had an exercise price that was at or above the Company’s common stock share price at time of issuance.

 

The following tables summarize information concerning options and warrants outstanding and exercisable:

 

    Stock Options     Warrants              
    Weighted     Weighted              
    Average     Average           Total  
    Shares     Price
per share
    Shares     Price
per share
    Shares     Exercisable  
Balance outstanding, 12/31/17     247,692     $ 10.95       899,542     $ 12.03       1,147,234       1,073,850  
Granted     -       -       41,667       12.00       41,667          
Exercised     -       -       -       -       -          
Expired     -       -       (12,668 )     12.00       (12,668 )        
Forfeited     (556 )     8.40       -       -       (556 )        
Balance outstanding, 3/31/2018     247,136     $ 10.95       928,541     $ 12.03       1,175,677       1,118,186  

 

      Options Outstanding     Options Exercisable  
      Weighted Average     Weighted Average  
Range of
Exercise Prices
    Number of
Options
    Remaining
Contractual
Life (Years)
    Exercise
Price
    Number of
Options
    Remaining
Contractual
Life (Years)
    Exercise
Price
 
$ 7.50 - $11.99       133,024       8.0     $ 8.63       91,132       7.6     $ 8.73  
  12.00 – 14.99       88,705       7.5       12.00       73,106       7.4       12.00  
  15.00 – 17.99       7,547       4.4       15.00       7,547       4.4       15.00  
  18.00 – 20.99       12,854       1.9       18.00       12,854       1.9       18.00  
  21.00 – 30.00       5,006       2.4       30.00       5,006       2.4       30.00  
$ 7.50 - $30.00       247,136       7.3     $ 10.95       189,645       6.9     $ 11.43  

 

As of March 31, 2018, total unrecognized compensation cost related to the unvested stock-based awards was $311,352, which is expected to be recognized over weighted average period of 1.53 years. The aggregate intrinsic value associated with the options outstanding and exercisable as of March 31, 2018 was zero. The aggregate intrinsic value associated with the warrants outstanding and exercisable as of March 31, 2018 was zero.

 

Common Stock Issuances

 

During the three months ended March 31, 2018, we issued to Debenture holders 22,606 shares of common stock for quarterly interest of $85,040 issued in stock in lieu of cash. Of the 22,606 shares issued, 1,092 shares were issued to members of the Company’s Board of Directors, who are also Debenture holders.

 

On March 12, 2018, we received a six-month, convertible loan of $253,000 from an accredited investor. The loan has an original issue discount of $53,000. The loan can be converted at any time into common stock at a conversion price of $7.50. We agreed to issue the investor 6,750 shares of restricted common stock with a relative fair value of $28,722 recorded as a debt discount to be amortized over the six-month term.

 

On February 12, 2018, we received a six-month, convertible loan of $100,000 from an accredited investor. The loan earns a one-time interest of 10%. $50,000 of the proceeds were used to pay off the outstanding balance of a previous loan from this lender. The loan can be converted at any time into common stock at a conversion price of $7.50. We issued the investor 5,000 shares of restricted common stock with a relative fair value of $18,274 of which $10,474 was recorded as a debt discount to be amortized over the six-month term while $7,800 was recorded to interest expense immediately because it related to the previous loan paid off.

 

On February 12, 2018, we issued 3,500 shares of restricted common stock to an accredited investor to extend the maturity date of our eight-month, non-convertible loan of $170,000 originated on March 21, 2017 to February 15, 2018. The accredited investor agreed to a further extension to March 31, 2018 in exchange for 3,500 shares of restricted common stock issued on March 27, 2018. The total fair value of $28,490 relating to these stock issuances were recorded as interest expense as compensation for the loan extensions.

 

On January 19, 2018, we received a six-month, convertible loan of $150,000 from an accredited investor. The loan earns a one-time interest of 10% and includes a 10% original issue discount. We also issued the investor 4,000 shares of restricted common stock with a relative fair value of $12,267 recorded as a debt discount to be amortized over the six-month term. The loan can be converted at any time into common stock at a conversion price of $7.50.