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STOCKHOLDERS' EQUITY
9 Months Ended
Sep. 30, 2018
Stockholders' Equity Attributable to Parent [Abstract]  
Stockholders' Equity Note Disclosure [Text Block]
NOTE 9 — STOCKHOLDERS’ EQUITY
 
On August 1, 2018, the Company amended its Articles of Incorporation to implement a reverse stock split in the ratio of 1 share for every 25 shares of common stock and to reduce the number of authorized common stock from 250,000,000 to 50,000,000. No fractional shares were issued from such aggregation of common stock, upon the reverse split; any fractional share was rounded up and converted to the nearest whole share of common stock. As a result, 186,994,384 shares of the Company’s common stock were exchanged for 7,479,775 shares of the Company's common stock resulting in the transfer of $1,795 from common stock to additional paid in capital. These amendments were approved and filed of record by the Delaware Secretary of State on August 1, 2018 and effective on August 1, 2018.  FINRA declared the Company’s 1-for-25 reverse stock split market effective as of August 8, 2018. These financial statements have been retroactively restated to reflect the reverse stock split.
 
Preferred stock
 
As of September 30, 2018 and December 31, 2017, the Company had 105,000 and 110,000 shares of Series A Convertible Preferred Stock, respectively, issued at $10 per share, paying a 5% cumulative annual dividend and convertible for common stock at a price of $4.385 per share, as adjusted for the Company’s reverse stock split. For the nine months ended September 30, 2018, preferred shareholders earned, but were not paid $40,507 in annual dividends, or equivalent to 9,238 common shares based on a conversion price of $4.385 per share. As of September 30, 2018 and December 31, 2017, cumulative and unpaid dividends were $179,507 and $146,918, or equivalent to 40,937 and 33,505 common shares based on a conversion price of $4.385 per share, respectively.
 
Common stock
 
As of September 30, 2018 and December 31, 2017 on a post-split basis, the Company had 7,488,281 and 6,467,066 shares of common stock issued and outstanding, respectively.
 
In April 2018, the Company issued 5,842 shares of its common stock upon the cashless exercise of outstanding warrants to purchase 127,525 shares of common stock.
 
In June 2018, the Company issued 2,169 shares of its common stock upon the cashless exercise of outstanding options to purchase 8,667 shares of common stock.
 
In June 2018, the Company issued 13,204 shares of its common stock upon conversion of 5000 shares of Series A Convertible Preferred Stock and accrued dividends.
 
In August 2018, the Company issued 1,000,000
shares of its common stock in exchange for net cash, after expenses, 
of $5,609,215.
 
Options
 
As of September 30, 2018 and December 31, 2017, the Company had outstanding options to purchase 1,025,247 and 1,003,836 shares of common stock, respectively.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Intrinsic
 
 
 
 
 
 
 
 
 
Wtd Avg.
 
 
 
 
 
Value
 
 
 
Number of
 
 
Wtd Avg.
 
 
Remaining
 
 
 
 
 
of
 
 
 
Options
 
 
Exercise Price
 
 
Term
 
 
Exercisable
 
 
Options
 
Outstanding at December 31, 2017
 
 
1,003,836
 
 
$
4.69
 
 
 
2.64
 
 
 
891,087
 
 
$
1,356,188
 
Granted
 
 
73,440
 
 
 
6.32
 
 
 
5.00
 
 
 
 
 
 
 
-
 
Exercised
 
 
(8,667
)
 
 
3.88
 
 
 
 
 
 
 
 
 
 
 
 
 
Forfeited/Expired
 
 
(43,362
)
 
 
9.69
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding at September 30, 2018
 
 
1,025,247
 
 
$
4.60
 
 
 
2.35
 
 
 
933,304
 
 
$
5,257,173
 
 
On March 9, 2018, the Company granted an aggregate of 60,390 options to employees as compensation for services rendered. The options are exercisable at $6.45 per share for five years with (i) 37,890 options vesting 50%
over the first year on the first day of each month beginning January 1, 2018 through December 1, 2018, 25% vesting over the year on the first day of each month from January 1, 2019 through December 1, 2019 and 25% vesting over the year on the first day of each month beginning January 1, 2020 through December 1, 2020; (ii) 12,500 options vesting 50% on January 1, 2018, 50% vesting over the year on each month beginning on January 1, 2019 for 24 months; and (iii) 10,000 options fully vesting on January 1, 2018. The exercise price was determined using the 10-day average closing price beginning with the closing price on January 9, 2018. The value on the grant date of the options
was $298,914.
 
On April 12, 2018, the Company granted 6,000 options to purchase the Company’s common stock for services rendered at an exercise price of $6.20 per share for five years with 2,000 options vesting immediately and 1,000 options vesting every 90 days thereafter. The exercise price was determined using the 10-day average closing price beginning with the closing price on March 12, 2018. The value on the grant date of the options was $29,694.
 
On May 31, 2018, the Company granted an aggregate of 7,050 options to employees as compensation for services rendered. The options are exercisable at $5.30 per share for five years with 50% of options vesting upon one year employee anniversary and 50% vesting at a rate of 1/24 per month thereafter. The exercise price was determined using the 10-day average closing price beginning with the closing price on May 16, 2018. The value on the grant date of the options was $33,130.
 
Option grants during the nine months ended September 30, 2018 were valued using the Black-Scholes pricing model. Significant assumptions used in the valuation include expected term of 2.50 to 3.50 years, expected volatility of 160.87% to 163.85%, risk free interest rate of 2.45% to 2.65%, and expected dividend yield of 0%.
 
For the three and nine months ended September 30, 2018 and 2017, total stock compensation expense related to the options totaled $60,020 and $283,218 and $78,746 and $503,779, respectively.
 
The outstanding unamortized stock compensation expense related to options was $170,192 (which will be recognized through December 2020) as of September 30, 2018.
 
Warrants
 
Below is a table summarizing the Company’s outstanding warrants as of September 30, 2018 and December 31, 2017:
 
 
 
 
 
 
 
 
 
 
 
 
Intrinsic
 
 
 
 
 
 
 
 
 
Wtd Avg.
 
 
Value
 
 
 
Number of
 
 
Wtd Avg.
 
 
Remaining
 
 
of
 
 
 
Warrants
 
 
Exercise Price
 
 
Term
 
 
Warrants
 
Outstanding at December 31, 2017
 
 
1,919,906
 
 
$
4.98
 
 
 
2.61
 
 
$
1,656,083
 
Granted
 
 
253,244
 
 
$
5.66
 
 
 
 
 
 
 
 
 
Exercised
 
 
(127,525
)
 
$
6.25
 
 
 
 
 
 
 
 
 
Forfeited/Expired
 
 
(164,584
)
 
 
7.13
 
 
 
 
 
 
 
 
 
Outstanding at September 30, 2018
 
 
1,881,041
 
 
$
4.66
 
 
 
2.23
 
 
$
9,391,094
 
 
On April 17, 2018, the Company granted 127,525 warrants for services rendered. The warrants are exercisable at $6.25 per share through May 16, 2018. The fair value of the warrants of $109,207 was charged to current operations.
 
On August 23, 2018, the Company granted 85,719 warrants in connection with the 2017 sale of the Company’s common stock. The warrants are exercisable at $6.25 through September 29, 2022.
 
In September 2018, the Company issued 40,000 warrants in connection with the issuance of convertible notes payable. The warrants are exercisable at $2.50 through five years from the date of issuance. The aggregate fair value of the warrants (up to the net note proceeds) was charged as a debt discount against the convertible notes.
 
Warrants issued during the nine months ended September 30, 2018 were valued using the Black-Scholes pricing model. Significant assumptions used in the valuation include expected term of 0.08 to 5.0 years, expected volatility of 159.81% to 162.35%, risk free interest rate of 1.68% to 2.96%, and expected dividend yield of 0%.
 
For the three and nine months ended September 30, 2018 and 2017, the Company has incurred warrant-based expense of $0 and $110,600 and $12,762 and $71,545, respectively. There was no outstanding unamortized stock compensation expense related to warrants as of September 30, 2018.
 
Restricted stock units (“RSU”)
 
The following table summarizes the restricted stock unit activity for the nine months ended September 30, 2018:
 
Restricted stock units issued as of January 1, 2018
 
 
156,340
 
Granted
 
 
38,334
 
Total Restricted stock units issued at September 30, 2018
 
 
194,674
 
Vested at September 30, 2018
 
 
156,408
 
Unvested restricted stock units as of September 30, 2018
 
 
38,266
 
 
On March 27, 2018, the Company granted 38,334 RSUs, on a post-split basis, for services provided. 20,000 of such RSUs began vesting May 1, 2018, and will vest each calendar month at a rate of 1,667 RSUs per month, whereby the RSUs would vest provided that services are not terminated by the Company or the grantee. 18,333 RSU’s vested immediately. The settlement date for such RSUs is (i) April 1, 2025 or (ii) the date on which the Company undergoes a change of control during the seven-year term of the award.
As of September 30,2018, no RSUs have been settled. 
The fair value of the RSU’s at grant date was $247,250.
 
For the three and nine months ended September 30, 2018 and 2017, the Company has incurred RSU-based expense of $32,398 and $336,625 and $213,281 and $315,364, respectively. The outstanding unamortized stock compensation expense related to RSUs was $63,803 (which will be recognized through April 2019) as of September 30, 2018.