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Note 7 - Common Stock
12 Months Ended
Dec. 31, 2015
Stockholders' Equity Note [Abstract]  
Stockholders' Equity Note Disclosure [Text Block]

7. Common Stock


The Company has 100,000,000 shares of voting common shares authorized for issuance. As of December 31, 2015, a total of 20,153,378 shares of common stock were either outstanding (20,144,810) or reserved for issuance upon exercise of options (8,568).


The Yang Group is controlled by a number of constituent investors. In return for forgiveness of the Allowed Unsecured Claim of Yang and other Cash Consideration totaling $1,941,211, Yang (constituent members collectively) received 16,115,848 in newly issued stock and effectively owned eighty percent (80%) of the ownership interest of ABI, post-reorganization. The existing Common Equity Security Holders underwent a reverse stock split on the basis of one (1) ABI common share received for every nineteen (19) ABI common shares held pre-split, as of a record date which was set by the Directors of ABI pursuant to Section 6.101(b) of the Texas Business Organizations Code. The Code indicated that the date shall be no more than 60 days prior to the implementation of the reverse stock split. The ABI common shares received pursuant to the reverse split were not in addition to, but replaced, the ABI common shares held pre-split, and such ABI common shares were returned to the status of authorized, but unissued common shares, with the result that the Common Equity Security Holders now held, post-reorganization, common stock constituting approximately twenty percent (20%) of the issued and outstanding common stock in the reorganized company. ABI will continue to compete in the biotech / bio-pharmaceutical / health care products and life sciences business.


On July 31, 2015, $225,000 was received from two investors as payment of a subscribed investment to the Yang Group for investment in 1,200,000 shares of ABI common stock. These investors committed for the investment(s) during the Reorganization Period, but did not tender the cash during the subscription payment period. However, the investors did pay at the later time, July 31, 2015. Because the payments were not received during the subscription period, the investors agreed to pay a premium over the price of the stock, $0.12; which was the stock price during the subscription period. Each of the investors paid a premium of $0.07 per share. One of the investors paid $37,500, and the other paid $187,500, for the total of $225,000. The Company allocated $144,426 as a payable to Dr. Chen for his previous advances to the Company through The Yang Group and the remaining proceeds of $80,574 was recognized as “Additional Paid In Capital” (APIC).


Shares Subscribed

   

Purchase Price

   

Purchase Premium

   

Total

 
200,000     $ 24,071     $ 13,429     $ 37,500  
1,000,000       120,355       67,145       187,500  
1,200,000     $ 144,426     $ 80,574       225,000  

Less: Due to Dr. Stephen Chen

              (144,426 )

Additional paid in capital

            $ 80,574  

On September 11, 2015, The Yang Group constituent members (which held 80% of the Company’s issued and outstanding voting common shares), distributed 7,153,334 of its shares of the Company’s voting common stock to seventeen of the constituent members. On October 12, 2015, The Yang Group constituent members distributed 8,162,514 of its shares in the Company’s voting common stock to 4 constituent members, both individuals and entities.  


On October 12, 2015, The Yang Group constituent members distributed 8,162,514 of its shares in the Company’s voting common stock to 4 constituent members, both individuals and entities. Of the shares distributed, Stephen T. Chen, President and CEO, received 2,012,128 shares individually and 638,801 shares to his controlled corporation, STC International, Inc. constituting together beneficial ownership of 2,650,929 shares, or 13.16% of the Company’s voting securities.


The Yang Group retains 800,000 shares of the Company’s voting common shares, constituting 3.97% of the Company’s voting securities.


Dr. Chen and the present management team will continue to operate ABI. There is expected to be no continuing arrangement or understanding among the members or former members of The Yang Group and their associates with respect to the election of directors or other matters, although the shares to be retained by The Yang Group will continue to be voted by Stephen T. Chen, President and CEO of the Company, until such time as they are distributed


The Company issued common stock in 2015 and 2014 as follows:


Common Stock Issued in 2015

 

Shares

   

Issue Price

   

Net Price

 

None

    -       -       -  

Total Common Stock Issued in 2015

    -       -       -  

Common Stock Issued in 2014

 

Shares

   

Issue Price

   

Net Price

 

Paul Tibbits7

    171,684     $ .10     $ -  

The Yang Group8

    16,115,848     $ .12     $ 1,941,211  

Total Common Stock Issued in 2014

    16,287,532     $ 0.10 - $0.12     $ 1,941,211  

During the years ended December 31, 2015 and December 31, 2014, there were no finder’s fees paid related to private placements of stock.


We have not paid any dividends to our common stock shareholders to date, and have no plans to do so in the immediate future.


We use the services of American Stock Transfer and Trust Company as our transfer agent.