Quarterly report pursuant to Section 13 or 15(d)

EQUITY

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EQUITY
9 Months Ended
Sep. 30, 2017
Notes to Financial Statements  
NOTE 13. EQUITY

Preferred Stock

 

Series A Preferred Stock is convertible on a one-for-one basis into common stock and has all of the voting rights of the Company’s common stock.

 

Each share of Series B Preferred Stock: (i) is entitled to 100 votes for each share of common stock into which a share of Series B Preferred Stock is convertible and (ii) is convertible, at the option of the holder, on a 1 for 5.384325537 basis, into shares of the Company’s common stock.

 

On July 26, 2017, the Company filed a Certificate of Amendment to the Certificate of Designation of the Company’s Series B Preferred Stock (the “Amendment”) with the Secretary of State of the State of Nevada to provide for an adjustment of the Conversion Rate of the Company’s Series B Preferred Stock in the event of a reverse stock split or combination in the same ratio as the Company’s common stock. A copy of the Amendment was filed as Exhibit 3.14 to the Company’s Current Report on Form 8-K dated July 26, 2017.

 

During the nine months ended September 30, 2017, the Company issued 600,000 shares of Series B Preferred Stock for compensation in the amount of $1,035,406.

 

During the nine months ended September 30, 2017, the Company cancelled 4,279,841 shares of Series B Preferred Stock that had been previously issued and held in escrow in connection with the contingent consideration related to the Black Oak acquisition, see “Note 10 – Contingent Consideration Liability” for further information.

 

During the nine months ended September 30, 2017, holders of the Series B Preferred Stock converted 33,146,112 of their shares to 178,469,472 shares of common stock.

 

During the nine months ended September 30, 2016, the Company issued 400,000 shares of Series B Preferred Stock for compensation in the amount of $715,039.

 

During the nine months ended September 30, 2016, the Company issued 23,832,962 shares of Series B Preferred Stock for purchase of Black Oak acquisition and converted 150,000 shares of Series B Preferred Stock to 807,649 shares of common stock.

 

Common Stock

 

During the nine months ended September 30, 2017, senior secured convertible promissory notes and accrued interest in the amount of $12,321,309 were converted into 75,744,005 shares of common stock with a value of $18,156,952, see “Note 9 – Notes Payable” for further information.

 

During the nine months ended September 30, 2017, the Company issued 30,676,773 shares of common stock for cash in the amount of $6,700,000 pursuant to an equity financing facility with an accredited investor.

 

During the nine months ended September 30, 2017, the Company issued 1,215,909 shares of common stock for director fees in the amount of $221,973, issued 4,886,586 shares of common stock for services performed in the amount of $1,036,427 and issued 2,383,007 shares of common stock to employees for compensation in the amount of $490,880.

 

During the nine months ended September 30, 2017, the Company issued 13,394,464 shares of the Company’s common stock for prepaid inventory valued at $1,935,500, see “Note 14 – Commitments” for further information.

 

During the nine months ended September 30, 2017, the Company issued 12,391,571 shares of the Company’s common stock with a value of $2,726,146 to acquire all the assets of Tech Center Drive, see “Note 4 – Acquisition” for further information.

 

During the nine months ended September 30, 2017, the Company cancelled 9,291,744 shares of common stock that had been previously issued and held in escrow in connection with the contingent consideration related to the Black Oak acquisition, see “Note 10 – Contingent Consideration Liability” for further information.

 

During the nine months ended September 30, 2016, the Company issued 106,890,000 shares of common stock for purchase of Black Oak acquisition.

 

During the nine months ended September 30, 2016, senior secured convertible promissory notes and accrued interest in the amount of $961,740 were converted into 13,906,149 shares of common stock.

 

During the nine months ended September 30, 2016, the Company issued 25,715,674 shares of common stock for cash in the net amount of $3,208,134 pursuant to an equity financing facility with an accredited investor.

 

During the nine months ended September 30, 2016, the Company issued 350,000 shares of common stock for director fees in the amount of $60,550 and issued 70,000 shares of common stock for services performed in the amount of $20,727.

 

During the nine months ended September 30, 2016, the Company issued 172,414 shares of common stock for purchase of certain assets valued at $100,000.

 

During the nine months ended September 30, 2016, the Company issued 22,981,647 shares of common stock for the excise of warrants and received $3,150,000.

 

Stock-Based Compensation Expense

 

A summary of stock-based compensation for the three months ended September 30, 2017 and 2016 is as follows:

 

    For the Three Months Ended  
    September 30, 2017     September 30, 2016  
Type of Award  

Number of

Shares or

Options Granted

    Stock-Based Compensation Expense    

Number of

Shares or

Options Granted

    Stock-Based Compensation Expense  
                         
Stock Options     1,980,769     $ 234,580       –     $ 47,588  
                                 
Stock Grants:                                
Employees (Common Stock)     747,227       170,148       –       –  
Employees (Series B Preferred Stock)     -       -       400,000       715,039  
Directors (Common Stock)     -       -       –       –  
Non–Employee Consultants (Common Stock)     2,027,581       445,068       –       –  
                                 
Total Stock–Based Compensation           $ 849,796             $ 762,627  

 

A summary of stock-based compensation for the nine months ended September 30, 2017 and 2016 is as follows:

 

    For the Nine Months Ended  
    September 30, 2017     September 30, 2016  
Type of Award  

Number of

Shares or

Options Granted

    Stock-Based Compensation Expense    

Number of

Shares or

Options Granted

    Stock-Based Compensation Expense  
                         
Stock Options     10,230,769     $ 439,599       6,700,000     $ 142,766  
                                 
Stock Grants:                                
Employees (Common Stock)     2,383,007       490,880       –       –  
Employees (Series B Preferred Stock)     600,000       1,035,406       400,000       715,039  
Directors (Common Stock)     1,215,909       221,973       350,000       60,550  
Non–Employee Consultants (Common Stock)     4,886,586       1,036,427       70,000       20,727  
                                 
Total Stock–Based Compensation           $ 3,224,285             $ 939,082