Stockholders' Equity

9 Months Ended

Jan. 31, 2019

Equity [Abstract]

Stockholders' Equity

NOTE 9 — STOCKHOLDERS’ EQUITY

2017 Equity Incentive Plan

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

On January 1st of each year during the term of the Plan (the “Calculation Date”), the aggregate number of shares of Common Stock that are available for issuance shall automatically be increased by such number of shares as is equal to the number of shares sufficient to cause the Share Limit (as defined in the Plan) to equal twenty percent (20%) of the issued and outstanding Common Stock of the Company at such time, provided, however, that if on any Calculation Date the number of shares equal twenty percent (20%) of our total issued and outstanding Common Stock is less than the number of shares of Common Stock available for issuance under the Plan, no change will be made to the aggregate number of shares of Common Stock issuable under the Plan for that year (such that the aggregate number of shares of Common Stock available for issuance under the Plan will never decrease).

Common Stock

In May 2017, in connection with the Merger (see Note 7), 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 (see Note 11). Consequently, the Company reduced accrued salaries by $100,000 as of July 31, 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.

Between May 2017 and July 2017, the Company issued 3,682,000 shares of the Company’s common stock in exchange for the conversion of 36,820 shares of the Company’s Series C Preferred Stock.

On November 2, 2018, the Company entered into an At-the-Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright& Co., LLC (“Wainwright”) as sales manager. Under the terms of the ATM Agreement, the Company will be entitled to sell, at its sole discretion and from time to time as it may choose, common stock of the Company (“Shares”) through Wainwright, with such sales having an aggregate gross sales value of up to $1,000,000 (the “Offering”).

Subject to the terms and conditions of the ATM Agreement, Wainwright will use its commercially reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions. The Company has provided Wainwright with customary indemnification rights, and Wainwright will be entitled to a commission at a fixed commission rate equal to 3.0% of the gross proceeds per Share sold.

The ATM Agreement will remain in full force and effect until the ATM Agreement is terminated. For the quarter ended January 31, 2019, the Company sold 235,071 Shares and raised a net of $178,872, net of issuance costs of $60,300, through the ATM Agreement at prices per share averaging $1.02.

Common stock issued for services

During the nine months ended January 31, 2019, the Company issued 91,268 shares of the Company’s common stock to the Chief Geologist for services rendered to the Company from May 2018 to January 2019 pursuant to his employment agreement (see Note 11). The Company valued these common shares at the fair value of $100,000, or $0.93 - $1.36 per common share based on the quoted trading prices on the date of grants.

During the nine months ended January 31, 2019, the Company paid an accrued service liability in the amount of $12,500 by issuing 9,191 shares of common stock at a price of $1.36 per share.

On September 30, 2018, the Company issued an aggregate of 1,000,000 shares of the Company’s common stock to officers, directors, employees and consultants for services rendered. The shares vest 50% on the date of issuance and 50% on the one-year anniversary of the date of issuance. The 1,000,000 shares had a fair value of $990,000 and will be expensed over the vesting period. Additionally, on November 10, 2017, 12,000 shares was issued to a director that vest two years from issue date, and on February 20, 2018, 150,000 shares was issued to a consultant that vest ratably over 12 months, bringing the total of restricted shares issued to 1,162,000. A total of $138,332 and $798,977 was expensed for the three- and nine-month periods ended January 31, 2019.

On December 31, 2018, the Company paid a portion of its accounts payable to a vendor, in the amount of $183,226 by issuing 199,159 shares of common stock at the closing price on December 27, 2018 of $0.92 per share.

During the nine months ended January 31, 2019, the Company has recorded $1,136,458 to the condensed consolidated statements of operations relating to common stock issued for services. A balance of $311,915 remains to be expensed over future vesting periods.

Stock options issued for services

On December 21, 2017, the Company issued four employees an aggregate of 925,000 common stock options for services, having a total fair value of approximately $878,000. 231,250 of the options vest immediately, 231,250 vest on December 21, 2018, 231,250 vest on December 21, 2019 and 231,250 vest on December 21, 2020. These options expire on December 21, 2022. These options have an exercise price of $1.47 per share. Of these options, 37,500 unvested options were forfeited with the departure of an employee on May 1, 2018.

On December 21, 2017, the Company issued four board members an aggregate of 200,000 common stock options for services, having a total fair value of approximately $170,000. 100,000 of the options vest immediately and 100,000 vest on December 21, 2018. These options expire on December 21, 2022. These options have an exercise price of $1.47 per share.

On December 21, 2017, the Company issued three consultants an aggregate of 75,000 common stock options for services, having a total grant date fair value of approximately $76,000. 18,750 of the options vest immediately, 18,750 vest on December 21, 2018, 18,750 vest on December 21, 2019 and 18,750 vest on December 21, 2020. These options expire on December 21, 2022. These options have an exercise price of $1.47 per share.

On April 10, 2018, the Company issued our Chief Financial Officer (“CFO”) 50,000 common stock options for services, having a total fair value of approximately $52,000. 12,500 of the options vest immediately, 12,500 were to vest on April 9, 2019, 12,500 were to vest on April 9, 2020 and 12,500 were to vest on April 9, 2021. These options expire on April 9, 2023. These options have an exercise price of $1.49 per share. Of these options, 37,500 unvested options were forfeited with the departure of the CFO on December 31, 2018.

On April 16, 2018, the Company issued an employee 50,000 common stock options for services, having a total fair value of approximately $47,000. 12,500 of the options vest on July 15, 2018, 12,500 vest on April 16, 2019, 12,500 vest on April 16, 2020 and 12,500 vest on April 16, 2021. These options expire on April 16, 2023. These options have an exercise price of $1.34 per share.

Stock Options

A summary of the Company’s outstanding stock options as of January 31, 2019 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, 2018		1,531,458		$	1.79		4.43
Granted		—			—		—
Exercised		—			—		—
Forfeited		(75,000	)		1.48		—
Canceled		—			—		—
Balance at January 31, 2019		1,456,458			1.80		3.67
Options exercisable at end of period		943,958		$	2.28
Options expected to vest		512,500		$	1.47
Weighted average fair value of options granted during the period				$	—

At January 31, 2019, the aggregate intrinsic value of options outstanding and exercisable was $0 and $0, respectively.

At April 30, 2018, the aggregate intrinsic value of options outstanding and exercisable was $1,000 and $0, respectively.

Stock-based compensation for stock options has been recorded in the unaudited condensed consolidated statements of operations and totaled $205,726 for the nine months ended January 31, 2019 and $0 for nine months ended January 31, 2018.

Stock Warrants

A summary of the Company’s outstanding stock warrants as of January 31, 2019 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, 2018		1,702,359	$	3.12		3.25
Granted		—		—		—
Exercised		—		—		—
Forfeited		—		—		—
Canceled		—		—		—
Balance at January 31, 2019		1,702,359	$	3.12		2.49
Warrants exercisable at end of period		1,702,359	$	3.12
Weighted average fair value of warrants granted during the period			$	—

All warrants as of January 31, 2019 are fully vested.

At January 31, 2019, the aggregate intrinsic value of warrants outstanding and exercisable was $0 and $0, respectively. At April 30, 2018, the aggregate intrinsic value of warrants outstanding and exercisable was $0 and $0, respectively. A balance of $1,137,249 remains to be expensed over future vesting periods.