Quarterly report pursuant to Section 13 or 15(d)

Equity Transactions

v3.7.0.1
Equity Transactions
6 Months Ended
Jun. 30, 2017
Equity [Abstract]  
Equity Transactions

8. EQUITY TRANSACTIONS

 

The Company’s common stock activity for the six months ended June 30, 2017 is as follows:

 

Common Stock

 

Shares Issued for Services – During the period ended June 30, 2017, the Company issued 3,224,333 common shares to employees and vendors for services rendered with a fair value of $964,107 and are expensed based on fair market value of the stock price at the date of grant.

 

Shares Issued to Settle Accounts Payable - During the period ended June 30, 2017, the Company amended an agreement with a vendor and issued 400,000 shares of common stock as full and final payment to the vendor on accounts payable owed of $30,000. The fair value of the shares issued was $56,000, a loss on extinguishment of debt totaling $26,000 was recorded as part of the transaction.

 

Shares Issued from Stock Subscription – The Company issued stock subscription to investors. For the six months ended June 30, 2017, the Company issued 6,275,000 common shares for a net proceed of $430,000.

 

The Company previously received $20,000 related to the Subscription Receivable that was outstanding as of December 31, 2016.

 

Shares Issued from Conversion of Note Payable - During the period ended June 30, 2017, the Company converted a $92,400 note payable into 462,000 shares of its Common Stock (the “Shares”) with a fair value of $110,880 (see Note 4).

  

Shares Issued as Part of Convertible Note Payable - During the period ended June 30 2017, the Company issued 50,000 shares of common stock with a fair market value of $12,500 (see Note 6).

 

Stock Options

 

Effective October 16, 2014, the Company adopted the 2014 Stock Option Plan (the “Plan”) under the administration of the board of directors to retain the services of valued key employees and consultants of the Company.

 

At its discretion, the Company grants share option awards to certain employees and non-employees, as defined by ASC 718, Compensation—Stock Compensation, under the 204 Stock Option Plan (the “Plan”) and accounts for its share-based compensation in accordance with ASC 718.

 

A summary of option activity for the six months ended June 30, 2017 is presented below.

 

    Shares     Weighted
Average
Exercise Price
    Weighted
Average
Remaining
Contractual
Life
(in Years)
    Aggregate
Intrinsic
Value
 
Outstanding at December 31, 2016     10,530,953     $ 0.33       4.03          
Granted     12,500,000       0.17                  
Exercised     -       -                  
Forfeited or expired     -       -                  
Outstanding at June 30, 2017     23,030,953     $ 0.26       1.97     $ 1,443,767  
Vested and expected to vest at June 30, 2017     9,614,625     $ 0.34             $ 480,923  
Exercisable at June 30, 2017     6,389,286     $ 0.46             $ 153,142  

 

For the six months ended June 30, 2017, the Company approved and granted 5,500,000 non-qualified stock options to employees and 2,000,000 to a Director with an aggregate fair value of $684,787. Each exercisable into one share of our common stock and vest 100% in three years from the grant date.

 

For the six months ended June 30, 2017, the Company approved and granted 5,000,000 non-qualified stock options to consultants with an aggregate fair value of $1,228,046. Each exercisable into one share of our common stock. The options vest based on consultant achieving quantifiable milestones. As of June 30, 2017, the Company determined that the probability of the consultants achieving these milestones was probable. As a result, the Company record compensation expense of $56,335 to account the estimated 296,527 options that vest.

 

The Company recognized $242,630 in share-based compensation expense for the six months ended June 30, 2017. As of June 30, 2017, total unrecognized stock-based compensation expense was $1,975,437, which is expected to be recognized as an operating expense through July 2020. The intrinsic value of the stock options outstanding at June 30, 2017 was approximately $1,444,000.

 

The fair value of each share option award on the date of grant is estimated using the Black-Scholes method based on the following weighted-average assumptions:

 

    3 Months Ended June 30,     6 Months Ended June 30,  
    2017     2016     2017     2016  
Risk-free interest rate     1.77% - 1.89 %     1.22 - 1.24       1.22% - 1.93 %     1.22% - 1.65 %
Average expected term (years)     5 years       5 years       5 years       5 years  
Expected volatility     157.09 %     100.18 – 101.25       153.07 – 160 %     100.18 – 101.25  
Expected dividend yield     -       -       -       -  

  

The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of measurement corresponding with the expected term of the share option award; the expected term represents the weighted-average period of time that share option awards granted are expected to be outstanding giving consideration to vesting schedules and historical participant exercise behavior; the expected volatility is based upon historical volatility of the Company’s common stock; and the expected dividend yield is based upon the Company’s current dividend rate and future expectations

 

Warrants

 

The Company has the following warrants outstanding as of June 30, 2017 all of which are exercisable:

 

    Issuance Date   Expiration Date   Warrant Shares     Exercise Price  
Warrant #1   November 12, 2014   November 12, 2019     600,000     $ 0.50  
Warrant #2   March 21, 2015   March 20, 2018     48,000     $ 0.10  
Warrant #3   October 30, 2015   October 30, 2020     600,000     $ 0.50  
Warrant #4   December 1, 2015   November 30, 2018     9,719,879     $ 0.07  
Warrant #5   April 4, 2016   April 4, 2019     2,452,325     $ 0.07  
Warrant #6   April 4, 2016   April 4, 2019     2,429,530     $ 0.07  
Warrant #7   December 15, 2016   December 14, 2019     176,000     $ 0.25  
Warrant #8   December 30, 2016   December 29, 2019     2,429,530     $ 0.08  
Warrant #9   May 4, 2017   May 3, 2020     1,755,192     $ 0.36  
Warrant #10   June 19, 2017   June 30, 2020     330,000     $ 0.30  
Outstanding at June 30, 2017             20,540,456          

 

During the period ended June 30, 2017, the Company granted warrants to purchase 1,755,192 shares of common stock to an officer of the Company pursuant to an extinguishment of a note payable (see Note 5). In addition, the Company also granted warrants to purchase 330,000 shares of common stock pursuant to issuance of a convertible note payable (see Note 6).

 

The intrinsic value of the warrants outstanding at June 30, 2017 was $2,365,362.