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SUBSEQUENT EVENTS
3 Months Ended
Mar. 31, 2015
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

NOTE 10: SUBSEQUENT EVENTS

 

Effective April 24, 2015, Nathaniel Bradley resigned as Chief Executive Officer and President of the Company.  Effective with his resignation as Chief Executive Officer and President, the Company’s board of directors appointed Mr. Bradley to serve as Founder and Chief Innovation Officer as well as Treasurer of the Company. Effective May 1, 2015, Mr. Bradley agreed to reduce his annual base salary to $125,000.

 

Effective April 24, 2015, the Company’s board of directors appointed Sean Bradley to serve as President of the Company as well as continuing as Chief Technology Officer and Secretary. Effective May 1, 2015, Mr. Bradley agreed to reduce his annual base salary to $150,000.

 

Effective April 24, 2015, James Crawford resigned as Chief Operating Officer and Treasurer of the Company.

 

Also on April 24, 2015, the Company and Crawdad, LLC. (“Crawdad”), a limited liability company wholly owned by Mr. Crawford, entered into a Consulting Agreement pursuant to which Crawdad, through Mr. Crawford, is to provide certain consulting services to the Company for a period of 12 months for a consulting fee of $5,000 per month.

 

Commencing on May 1, 2015, the Company sold an aggregate of 175,000 shares of Series A Convertible Preferred Stock (the “Preferred Stock”) to 12 accredited investors at a purchase price of $10.00 per share (the “Purchase Price”) for proceeds of $1,750,000 in a private placement.  Each share of the Preferred Stock may be converted into shares of common stock of the Company by dividing the Purchase Price plus any accumulated dividends with respect to such share by an initial conversion price of $0.1754 (subject to adjustment for stock splits, stock dividends and similar actions).  The Company may redeem the Preferred Stock at any time for a per share amount equal to $12.50 plus accumulated dividends.  The Preferred Stock will bear a dividend of 5% of the purchase price when, as and if declared by the Board of Directors of the Company.

 

On May 18, 2015, the Company filed amended quarterly reports on Form 10-Q for the periods ended March 31, June 30 and September 31, 2014  to reflect the restatement of the Company’s financial statements for the restated periods and the change in management’s conclusion regarding the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting.

 

On June 2, 2015, the Company issued 150,000 options, which vest 33.33% immediately and 16.66% every 3 months thereafter, have an exercise price of $0.1625, and expire on June 2, 2018.

 

On June 2, 2015, the Company granted 1,250,000 shares of common stock and five-year warrants to purchase up to 2,000,000 shares of common stock at an exercise price of $0.16 per share.

 

On June 2, 2015, the Company granted 800,000 shares of common stock and five-year  warrants to purchase up to 1,000,000 shares of common stock at an exercise price of $0.16 per share.

 

On June 15, 2015, the Company issued 500,000 options, which vest 50% immediately, 25% after one year and 1.04% every month thereafter, have an exercise price of $0.15, and expire on June 15, 2020.

 

On July 1, 2015, the Company entered into an Executive Employment Agreement with Carr Bettis pursuant to which Dr. Bettis was employed as our Executive Chairman/Chairman of the Board.  The term of the Executive Employment Agreement is one year commencing July 1, 2015, terminable at will by either us or Dr. Bettis and subject to extension upon mutual agreement.  He is to receive a base annual salary of $175,000 during the employment period, paid at the end of every calendar quarter in the form of options to purchase shares of our common stock.  The number of options to be issued for each quarterly period will be determined by means of a Black Scholes valuation whereby the number of options issued would have a value at the time of issuance equal to the dollar value of Dr. Bettis’ base salary for each calendar quarter.  He is entitled to receive bonuses at the sole discretion of our board of directors or the compensation committee.  Dr. Bettis is also entitled to equity awards under our incentive compensation plans.