XML 29 R18.htm IDEA: XBRL DOCUMENT v3.5.0.2
13. SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2016
Subsequent Events [Abstract]  
13. SUBSEQUENT EVENTS

Effective July 20, 2016, pursuant to the filing of a Certificate of Amendment to the Company’s Certificate of Incorporation with the Secretary of State of the State or New York, the Company authorized 67,361 shares of Series C Preferred Stock (the “Series C Preferred Stock”) and set forth the designations, rights and preferences thereof (the “Series C Designations”), having a stated value of equal to $100 per share and a par value of $0.001 per share and providing for dividends at a rate of 8% per annum. Shares of the Series C Preferred Stock are convertible into shares of the Company’s common stock, par value $0.025 per share at the price of $1.12. In the event of a Qualified Offering, as defined in the Series C Designations, the shares of Series C Preferred Stock will be automatically converted at the lower of $1.12 per share or the per share price that reflects a 20% discount to the price of the Common Stock pursuant to such Qualified Offering. Additionally, the Series C Designations provide for Additional Shortfall Conversions, as defined in the Series C Designations, pursuant to which holders of Series C Preferred Stock may, subject to certain conditions, be issued additional shares of Common Stock by the Company. Series C Preferred Stock has voting rights on an “as converted basis.”

As of August 13, 2016, the Company completed closing of a private placement offering to accredited investors of up to $4,000,000 of Series C Preferred Stock, pursuant to which the Company entered into definitive securities purchase agreements (the “Securities Purchase Agreements”) with four accredited investors, and issued an aggregate of 7,750 shares of Series C Preferred Stock for aggregate gross proceeds to the Company of $775,000, and aggregate net proceeds to the Company of $751,563, after deducting fees paid by the Company to its placement agent for such offering.

In July of 2016 the Company issued 300,000 shares of common stock to an employee, these share will be recorded at fair value as stock based compensation.