Quarterly report pursuant to Section 13 or 15(d)

Equity

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Equity
3 Months Ended
Mar. 31, 2018
Stockholders' Equity Note [Abstract]  
Equity

3. Equity

 

Authorized and Outstanding Capital Stock

 

The Company has authorized 100,000,000 shares of common stock, par value $0.001, of which 41,460,204 are currently issued and outstanding; an additional 1,277,500 shares were approved but not issued. The Company currently has 9,999,000 shares of “blank check” preferred stock, and 1,000 shares of Series A Preferred Stock which are issued and outstanding.

 

 

Common Stock

 

The holders of common stock are entitled to one vote per share. In addition, the holders of the common stock will be entitled to receive ratably dividends, if any, declared by the board of directors out of legally available funds; however, the current policy of the board of directors is to retain earnings, if any, for operations and growth. Upon liquidation, dissolution or winding-up, the holders of common stock will be entitled to share ratably in all assets that are legally available for distribution. The holders of common stock will have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of common stock will be subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock, which may be designated solely by action of the board of directors and issued in the future.

 

The following table illustrates the common stock transactions for the three months ended March 31, 2018:

 

    Preferred     Common  
Category   Shares     Shares  
Cash, common shares     0       155,167  
Services, approved but not issued     0       1,277,500  
Patents             200,000  
Services     0       210,000  
Total     0       2,384,268  

 

On January 22, 2018, the Company authorized the issuance of 200,000 shares of common stock at $5.75 to Thomas Gingerich, Chief Financial Officer, for services rendered to the Company.

 

On January 22, 2018, the Company authorized the issuance of 10,000 shares of common stock at $5.75 to John Grainer for services rendered to the Company.

 

On March 3, 2018, the Company authorized the issuance of 200,000 shares of common stock at $5.70 to Spirulinex, LLC for the purchase of patents and patent rights.

 

On March 12, 2018, the Company authorized the issuance of 600,000 shares of common stock at $5.00 to Peach Management, LLC for services rendered to the Company.

 

On March 12, 2018, the Company authorized the issuance of 300,000 shares of common stock at $5.00 to Les Ball for services rendered to the Company.

 

On March 12, 2018, the Company authorized the issuance of 300,000 shares of common stock at $5.00 to Tom Gingerich for services rendered to the Company.

 

On March 12, 2018, the Company authorized the issuance of 30,000 shares of common stock at $5.00 to Harlan Ribnik for services rendered to the Company.

 

On March 12, 2018, the Company authorized the issuance of 30,000 shares of common stock at $5.00 to Steve Farkas for services rendered to the Company.

 

On March 12, 2018, the Company authorized the issuance of 10,000 shares of common stock at $5.00 to GP Consulting, LLC for services rendered to the Company.

 

On March 12, 2018, the Company authorized the issuance of 1,000 shares of common stock at $5.00 to Josh Gottsegan for services rendered to the Company.

 

On March 12, 2018, the Company authorized the issuance of 1,000 shares of common stock at $5.00 to Patrick Kliesch for services rendered to the Company.

 

On March 12, 2018, the Company authorized the issuance of 5,500 shares of common stock at $5.00 to Alexis Colon for services rendered to the Company.

 

Series A Preferred Stock 

The holder of Series A Preferred Stock shall have full voting rights and shall vote together as a single class with the holders of the Company’s common stock. The holder of Series A Preferred Stock is entitled to fifty-one percent (51%) of the total votes on all matters brought before shareholders of the Company, regardless of the actual number of shares of Series A Preferred Stock then outstanding. In addition, the Company is prohibited from issuing any other class of preferred stock without first obtaining the prior approval of the holders of Series A Preferred Stock. All Series A Preferred stock issued and outstanding is held by Peach Management, LLC.

 

Blank Check Preferred Stock

 

The board of directors will be authorized, subject to any limitations prescribed by law, without further vote or action by the common stockholders, to issue from time to time shares of preferred stock in one or more series. Each series of preferred stock will have the number of shares, designations, preferences, voting powers, qualifications and special or relative rights or privileges as shall be determined by the board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights.

 

Warrants

 

As of March 31, 2018, the Company had outstanding warrants to purchase 6,038,462 shares of common stock (the “Warrants”). Each Warrant represents the right to purchase one share of common stock at an exercise price of $0.50 per share for a period of three (3) years from the date of issuance.

 

The Company may issue warrants to non-employees in capital raising transactions or for services. In accordance with guidance in ASC Topic 718, the cost of warrants issued to non-employees is measured on the grant date based on the fair value. The fair value is determined using the Black-Scholes option pricing model. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period.

 

All of the outstanding warrants granted were fully vested on the grant date.

 

 

Board of Directors

 

On February 12, 2018, the Board increased the size of the Board by two (2) members and to appoint the following individuals to serve as directors of the Corporation, Harlan R. Ribnik, MD and Steven Farkas.

 

In connection with the appointment of Mr. Farkas, the Board authorized to pay Mr. Farkas compensation as a member of the Board of the Corporation as follows: (i) a monthly fee of One Thousand Dollars ($1,000); and (ii) a quarterly fee of shares of the Corporation’s common stock, par value $0.001 per share (the “Common Stock”), in an amount equal to One Thousand Five Hundred Dollars ($1,500) based on the market price per share of the Corporation’s Common Stock on the last trading day of each quarter.

 

In connection with the appointment of Dr. Ribnik, the Board authorized to pay Dr. Ribnik compensation as a member of the Board of the Corporation a quarterly fee of shares of the Corporation’s Common Stock in an amount equal to One Thousand Five Hundred Dollars ($1,500) based on the market price per share of the Corporation’s Common Stock on the last trading day of each quarter.

 

2018 Stock Offering

 

On February 23, 2018, the Company entered into a subscription agreement (the “February Agreement”) with selected accredited investors (each, an “Investor” and collectively, the “Investors”). Pursuant to the terms of the February Agreement, the Company sold in a private placement (the “February Offering”) an aggregate of 155,167 units (each, a “Unit” and collectively, the “Units”) at a purchase price of $3.00 per Unit. The Offering resulted in $465,500 total gross proceeds. Each Unit consists of (i) one (1) share of the Company’s common stock, par value $0.001 per share (the “Shares”); and (ii) one (1) warrant to purchase shares of the Company’s common stock (each, a “Warrant” and together with the Units, Shares and the common stock issuable upon exercise of the Warrants (the “Warrant Shares”), collectively, the “Securities”). Each Warrant shall be exercisable at any time on or after the date of issuance for a period of three (3) years at an exercise price per share equal to $6.00 per share, subject to adjustment as provided in the Warrant agreement.