Quarterly report pursuant to Section 13 or 15(d)

Stockholders' Equity

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Stockholders' Equity
3 Months Ended
Mar. 31, 2017
Equity [Abstract]  
Stockholders' Equity

9. STOCKHOLDERS’ EQUITY

 

Dividends

 

Dividend charges recorded during the three months ended March 31, 2017 and 2016 are as follows:

 

    For the three Months Ended  
    March 31,  
    2017     2016  
             
Series                
A   $ 12,510     $ 12,510  
A-1     7,381       7,380  
Total   $ 19,891     $ 19,890  

 

Accrued dividends payable at March 31, 2017 and December 31, 2016 are comprised of the following:

 

    March 31, 2017     December 31, 2016  
Series                
A   $ 322,200     $ 304,129  
A-1     228,385       226,565  
Total   $ 550,585     $ 530,694  

 

Warrants and Derivative Warrant Liability

 

The Company accounts for common stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. Stock warrants are accounted for as derivative liabilities if the warrants allow for cash settlement or provide for modification of the warrant exercise price in the event subsequent sales of common stock by the Company are at a lower price per share than the then-current warrant exercise price. The Company classifies derivative warrant liabilities on the balance sheet at fair value, and changes in fair value during the periods presented in the statement of operations, which is revalued at each balance sheet date subsequent to the initial issuance of the stock warrant. As of March 31, 2017, the following warrants were outstanding:

 

Issued to   Amount     Issue Date   Expiration Date   Exercise Price  
Term Note Lender(1)     2,343,750     9/30/2016   9/30/2021     0.80  
Investment Bank     1,969,837     12/9/2012   12/9/2019     0.20  
Investment Bank     2,434,539     10/31/2014   10/31/2021     0.20  
Equity Investors     2,487,000     9/8/2016   9/8/2021     0.80  
Equity Investors     2,423,688     9/29/2016   9/29/2021     0.80  
Equity Investors     2,589,312     10/12/2016   10/12/2021     0.80  
Term Note Lender (1)     2,500,000     11/11/2016   11/11/2021     0.40  
Term Note Lender (1)     3,750,000     1/3/2017   1/3/2012     0.40  
      20,498,126                  

 

  (1) Warrant was determined to be a derivative subject to fair value accounting and is booked as a warrant liability.

 

A summary of the warrant activity during the three months ended March 31, 2017 is presented below:

 

          Weighted     Weighted        
          Average     Average        
    Number of     Exercise     Remaining     Intrinsic  
    Warrants     Price     Life in Years     Value  
Outstanding, December 31, 2016     16,748,126     $ 0.55       4.6     $ 3,435,494  
Issued     3,750,000       0.40       4.8       1,387,500  
Exercised     -       -       -       -  
Expired     -       -       -       -  
Outstanding, March 31, 2017     20,498,126     $ .55       4.4     $ 4,822,994  
Exercisable, March 31, 2017     20,498,126     $ .55       4.4     $ 4,822,994  

 

The Company has assessed its outstanding equity-linked financial instruments issued with the term loans cited in Footnote 6 and has concluded that the warrants are subject to derivative accounting as a result of certain anti-dilution provisions contained in the warrants. The fair value of these warrants at issuance are classified as a loan fee and are being amortized over the life of the loan. The fair value of these warrants is classified as a liability in the financial statements, with the change in fair value during the future periods being recorded in the statement of operations.

 

The following table summarizes the calculated aggregate fair values for the warrant derivative liabilities using the Lattice Model method based on the following assumptions:

 

    January 2017     January 2017     November 2016     September 2016  
    Warrants at     Warrants as of     Warrants as of     Warrants as of  
    Inception     March 31, 2017     March 31, 2017     March 31, 2017  
Risk free rate     1.94 %     1.913 %     1.907 %     1.904 %
Volatility     37.46 %     37.31 %     37.37 %     37.08 %
Dividends     0       0       0       0  
Time to maturity     5 years       4.76 years       4.62 years       4.50 years  
Fair value per share price     .1502       .4448       .4427       .2484  
Fair value of warrants     563,300       1,668,000       1,106,800       582,200  
Market price on date of issuance     0.41                          

 

These warrants are Level 3 valuation which were issued and measured on March 31, 2017. 

 

The following table summarizes the change in fair value of the warrants from December 31, 2016 through March 31, 2017.

 

    Fair value                 Fair value  
    as of     New     Change in Fair Value     as of  
    12/31/2016     Issuances     gain (loss)     3/31/2017  
Investor warrants (9/30/16)   $ (169,700 )   $ -     $ (412,500 )   $ (582,200 )
Investor warrants (11/11/16)   $ (424,300 )   $ -     $ (682,500 )   $ (1,106,800 )
Investor warrants (1/3/17)   $ -     $ (563,300 )   $ (1,104,700 )   $ (1,668.000 )
Totals   $ (594,000 )   $ (563,300 )   $ (2,199,700 )   $ (3,357,000 )

 

Subscription Receivable

 

During the three months ended March 31, 2017 the Company issued 3,083,017 shares of common stock that were subject to certain vesting requirements, with a fair value of $3,043,642. As of March 31, 2017, 2,768,867 shares of such shares that were issued to employees with a fair value of $2,829,492 remain unvested. Because these common shares are subject to forfeiture if the employees are no longer employed with the company at the end of their employment agreements, their unvested value is carried in subscriptions receivable within stockholders equity.

 

Equity Transactions

 

During the three months ended March 31, 2017, the Company issued 20,892 shares of its common stock with a fair value of $12,535 for settlement of a legal matter.

 

During the three months ended March 31, 2017, the Company issued 44,166 shares of its common stock to individual investors, which resulted in net proceeds to the Company of $19,000.

 During the three months ended March 31, 2017, the Company issued 726,119 shares of its common stock with a fair value of $331,619 pursuant to consulting agreements.

 

During the three months ended March 31, 2017, the company received $615,000 of proceeds subject to the issuance of shares.

 

During the three months ended March 31, 2017, the Company issued 6,420,020 shares of its common stock with a fair value of $2,568,008 to its senior lender in conjunction with the refinancing of the senior debt on April 20, 2017 in conjunction with the Benchmark acquisition.

 

During the three months ended March 31, 2017, the Company issued 88,283 shares of its common stock with a fair value of $38,639 to settle debt.