Stockholders' Equity

9 Months Ended

Jan. 31, 2018

Equity [Abstract]

Stockholders' Equity

NOTE 6 — STOCKHOLDERS’ EQUITY

On May 3, 2017, the Company filed a certificate of amendment to its Articles of Incorporation, as amended with the Secretary of State of the State of Nevada in order to (i) effectuate a reverse stock split of the Company’s issued and outstanding common stock on a one (1) for four (4) basis and (ii) increase the Company’s authorized number of shares of common stock and preferred stock to 200,000,000 shares from 54,000,000 shares and 50,000,000 shares from 5,000,000 shares, respectively.

In August 2017, the Company’s Board of Directors approved the Company’s 2017 Equity Incentive Plan including the reservation of 1,650,000 shares of common stock thereunder.

Series E Convertible Preferred Stock

On January 19, 2018, the Company filed a Certificate of Designations of Series E Preferred with the Secretary of State of Nevada. The Company designated 2,500 shares as Series E Preferred Stock, par value $0.001 per share. Each share of Series E Preferred Stock is convertible into shares of the Company’s common stock equal to the stated value of the Preferred Share, which is $2,000, divided by the conversion price, which is $2.00 per share of common stock, subject to adjustment in the event of stock split, stock dividends, and recapitalization or otherwise. Holders of shares of Series E Preferred Stock shall be entitled to receive dividends when and as declared by the Company’s board of directors, from time to time, and shall participate on an “as converted” basis with all dividends declared on the Company’s common stock.

The Series E Preferred Stock does not contain any redemption provision. Upon the Company’s liquidation, the holders of shares of Series E Preferred Stock are entitled to receive in cash out of the assets of the Company, after payment of the liquidation preference for any outstanding shares of senior preferred stock, but before any amount is paid to the holders of any of shares of junior stock and pari passu with any parity stock then outstanding, an amount per share equal the greater of (A) the stated value thereof on the date of such payment and (B) the amount per share such holder would receive if such holder converted shares of Series E Preferred Stock into common stock immediately prior to the date of such payment.

Except as required by law or the Company’s Articles of Incorporation, including certain protective provisions in the Certificate of Designations, holders of shares of Series E Preferred Stock have the same voting rights as holders of common stock, voting together as one class on an as-converted basis based on a conversion price equal to $3.10, subject to beneficial ownership limitations.

On January 22, 2018, the Company completed a private placement to several investors for the purchase of 2,500 shares of the Company’s Series E Preferred Stock for aggregate gross proceeds of $5.0 million. The purchase price of one share of Series E Preferred Stock was $2,000. Based on the initial conversion price, approximately 2,500,000 shares of common stock would be issuable upon conversion of all of the shares sold.

The investors in the private placement were granted warrants to acquire an aggregate of 1,250,000 shares of common stock at an exercise price of $3.30, subject to adjustment in the event of stock split, stock dividends, and recapitalization or otherwise. The warrants shall be exercisable commencing six months from the issuance and have a term of exercise equal to three years from the initial exercise date. The Company is obligated to register the shares of common stock issuable upon exercise of the warrants as soon as practicable, but no later than 60 days from the closing date of the offering and to have such registration statement declared effective no later than 181 days from the closing.

If at any time after the six-month anniversary of the initial issuance date of the warrants, there is no effective registration statement registering, or no current prospectus available for, the resale of the warrant shares by the investors, then this warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the investor shall be entitled to receive a number of warrant shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A)	= the volume weighted average price on the trading day immediately preceding the date of the applicable notice of exercise;
(B)	= the exercise price of the warrant; and
(X)	= the number of warrant shares that would be issuable upon exercise of this warrant in accordance with the terms of this warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

In connection with the private placement above, the Company paid legal fees and related private placement expenses of approximately $81,000 for total net proceeds of approximately $4.9 million from the private placement.

Common Stock

In connection with the Merger, the Company is deemed to have issued 1,204,667 shares of common stock to the Dataram Memory Legacy Shareholders which represents the outstanding common shares of the Company prior to the closing of the Merger (see Note 4).

On May 18, 2016, the Company issued 125,000 shares of the Company’s common stock to a consultant in connection with a one year consulting agreement. The Company valued these common shares at the fair value of $150,000 or $1.20 per common share based on the sale of its preferred stock in a private placement. In connection with the issuance of these common shares, the Company recorded stock based compensation of $12,500 (amortization of prepaid stock based expense balance as of April 30, 2017) for the nine months ended January 31, 2018.

In May 2017, in connection with the Merger (see Note 4), the Company issued 37,879 shares of the Company’s common stock having a fair value of $100,000 to the Chief Geologist for services rendered to the Company from June 2016 to January 2017 pursuant to his employment agreement with the Company’s wholly-owned subsidiary Gold King. Additionally, in August 2017, the Company issued 29,412 shares of the Company’s common stock to the Chief Geologist for services rendered to the Company from February 2017 to July 2017 pursuant to his employment agreement (see Note 8). The Company valued these common shares at the fair value of $75,000 or $2.55 per common share based on the quoted trading price on the date of grant and reduced accrued salaries by $137,500 during the nine months ended January 31, 2018 and recognized stock based compensation of $37,500 for services rendered between May 2017 to July 2017.

In July 2017, the Company sold 179,211 shares of its common stock at $2.79 per common share for proceeds of approximately $500,000. Additionally, in October 2017, pursuant to an underwriting agreement, the Company sold 1,388,889 shares of its common stock at $1.80 per share to an underwriter for net proceeds of approximately $2,090,000 after payment of underwriting discounts, commissions and related offering expenses and legal fees of approximately $410,000.

Between May 2017 and January 2018, the Company issued 4,262,320 shares of the Company’s common stock in exchange for the conversion of 42,623 shares of the Company’s Series C Preferred Stock.

In August 2017, the Company issued an aggregate of 195,525 shares of the Company’s common stock to officers and employees of the Company for services rendered. The Company valued these common shares at the fair value of $467,305 or $2.39 per common share based on the quoted trading price on the date of grant and recognized stock based compensation of $467,305 during the nine months ended January 31, 2018.

In August 2017, the Company issued an aggregate of 6,462 shares of the Company’s common stock to five directors of the Company for services rendered. The Company valued these common shares at the fair value of $15,444 or $2.39 per common share based on the quoted trading price on the date of grant and recognized stock based compensation of $15,444 during the nine months ended January 31, 2018.

In August 2017, the Company issued an aggregate of 117,500 shares of the Company’s common stock to four consultants pursuant to consulting agreements related to investor relations and business advisory services. The term of the consulting agreements ranged from 3 months to 12 months. The Company valued these common shares at the fair value of $280,825 or $2.39 per common share based on the quoted trading price on the date of grant. The Company recognized stock based compensation of $256,925 during the nine months ended January 31, 2018. As of January 31, 2018, $23,900 was recorded as a prepaid expense and will be amortized over the remaining term of its respective consulting agreements.

In August 2017, the Company closed on a transaction under a purchase and sale agreement executed in June 2017 with Nevada Gold and the Buyer pursuant to which Nevada Gold sold and the Buyer purchased all right, title and interest in the Gold Bar North Property, a gold development project located in Eureka County, Nevada (see Note 3). The purchase price for the Gold Bar North Property was: (a) cash payment in the amount of $20,479 which was paid in August 2017 and (b) 15,000 shares of common stock of the Company which were issued in August 2017. The Company valued these common shares at the fair value of $35,850 or $2.39 per common share based on the quoted trading price on the date of grant. Mr. David Mathewson, the Company’s Chief Geologist, is a member of Nevada Gold.

On November 10, 2017, the Company appointed Andrew Kaplan as a director of the Company. Mr. Kaplan received the Company’s equity award for new independent directors of 12,000 shares of the Company’s common stock as compensation, which shall vest in 24 equal monthly installments over a two year period, beginning on the one month anniversary of the date of issuance. The Company valued these common shares at the fair value of $15,240 or $1.27 per common share based on the quoted trading price on the date of grant. The fair value of the shares will be expensed on a straight line basis to consulting expense over the vesting period.

On November 16, 2017, the Company issued 21,213 shares of the Company’s common stock to the Chief Geologist for services rendered to the Company from August 2017 to October 2017 pursuant to his employment agreement (see Note 8). The Company valued these common shares at the fair value of $37,500 or $1.76 per common share based on the quoted trading prices on the date of grants and reduced accrued salaries by $37,500.

On November 16, 2017, the Company issued an aggregate of 33,681 shares of the Company’s common stock to two former officers of the Company for services rendered. The Company valued these common shares at the fair value of $55,574 or $1.65 per common share based on the quoted trading price on the date of grant and reduced accrued salaries of $55,574.

On December 22, 2017, the Company issued 8,929 shares of the Company’s common stock to the Chief Geologist for services rendered to the Company for November 2017 pursuant to his employment agreement (see Note 8). The Company valued these common shares at the fair value of $12,500 or $1.40 per common share based on the quoted trading prices on the date of grants and reduced accrued salaries by $12,500.

On January 3, 2018, the Company issued 7,669 shares of the Company’s common stock to the Chief Geologist for services rendered to the Company for December 2017 pursuant to his employment agreement (see Note 8). The Company valued these common shares at the fair value of $12,500 or $1.63 per common share based on the quoted trading prices on the date of grants and reduced accrued salaries by $12,500.

During January 2018, the Company issued 1,770,000 shares of the Company’s common stock in exchange for the conversion of 1,770 shares of the Company’s Series E Preferred Stock.

Stock Options

A summary of the Company’s outstanding stock options as of January 31, 2018 and changes during the period then ended are presented below:

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Balance at April 30, 2017 (see Note 4)		231,458	$	3.60		4.01
Granted		—		—		—
Exercised		—		—		—
Forfeited		—		—		—
Cancelled		—		—		—
Balance at January 31, 2018		231,458		3.60		3.32
Options exercisable at end of period		192,882	$	3.60
Options expected to vest		38,576	$	3.60
Weighted average fair value of options granted during the period			$	—

The 38,576 options are expected to vest over the next 4 months. There was $0 intrinsic value as of January 31, 2018.

Stock Warrants

A summary of the Company’s outstanding stock warrants as of January 31, 2018 and changes during the period then ended are presented below:

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Balance at April 30, 2017 (see Note 4)		452,359	$	2.64		4.23
Recapitalization on May 23, 2017		33,415		32.61		0.90
Granted		1,250,000		3.30		3.5
Exercised		—		—		—
Forfeited		—		—		—
Cancelled		—		—		—
Balance at January 31, 2018		1,735,774		3.69		3.42

Warrants exercisable at end of period	485,774	$	4.70
Warrants expected to vest	1,250,000	$	3.30
Weighted average fair value of warrants granted during the period		$	1.24