Annual report pursuant to Section 13 and 15(d)

EQUITY TRANSACTIONS

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EQUITY TRANSACTIONS
12 Months Ended
Dec. 31, 2014
Equity [Abstract]  
EQUITY TRANSACTIONS
NOTE 12 – EQUITY TRANSACTIONS

 

Common Stock – Authorized common stock of the Company consists of 70,000,000 shares of $.001 par value, of which 51,726,316 shares were issued and outstanding at December 31, 2014.

 

Preferred Stock – Authorized preferred stock consists of 5,000,000 shares of preferred stock, $.001 par value, no shares of preferred stock are issued and outstanding.

 

2014 Common Stock Transactions

 

During 2014, we executed subscription agreements for the sale of units in a private placement.

 

In October 2013, we initiated a private placement (“October 2013 PP”) for the sale of a unit comprised of 70,000 shares and 35,000 warrants for $50,000.  Each warrant is exercisable for a period of five years at an exercise price of $1.00 per share. A total of 16.5 units (1,155,000 shares) were sold in 2014 for gross proceeds of $825,000 and proceeds net of $49,000 in commission were $776,000. The shares sold in this private placement have piggy-back registration rights.

 

For the year ended December 31, 2014, the Company issued 1,486,500 shares of common stock upon exercise of common stock warrants, receiving proceeds of $743,800.

 

In 2014, we issued 700,000 shares of common stock for consulting services valued at $734,000.

 

In 2014, we issued 472,841 shares of common stock upon the cashless exercise of 796,700 common stock option.

 

2013 Common Stock Transactions

 

During 2013, we executed subscription agreements for the sale of units in two separate private placements.

 

In December 2012, we initiated a private placement (“December 2012 PP”) for the sale of a unit comprised of 200,000 shares and 100,000 warrants for $50,000.  Each warrant is exercisable for a period of three years at an exercise price of $.50 per share.  A total of 14.58 units (2,916,000 shares) were sold in 2013 for proceeds of $729,000.  The fair market value of the common stock warrant was determined using the Black-Scholes valuation model and resulted in a valuation of $.035.  As such, the $.25 unit price was allocated $.20 and $.05 to the common stock and warrant, respectively.  The shares sold in this private placement have piggy-back registration rights.

 

In October 2013, we initiated a private placement (“October 2013 PP”) for the sale of a unit comprised of 70,000 shares and 35,000 warrants for $50,000.  Each warrant is exercisable for a period of five years at an exercise price of $1.00 per share. A total of 64.25 units (4,497,500 shares) were sold in 2013 for gross proceeds of $3,212,500 and proceeds net of $254,800 in commission were $2,957,700. In addition to the commission, a warrant was issued for 50,000 shares, exercisable for a period of five years at $1.00 per share. The fair market value of the common stock warrant was determined using the Black-Scholes valuation model and resulted in a valuation of $.115.  As such, the $.715 unit price was allocated $.60 and $.115 to the common stock and warrant, respectively. The shares sold in this private placement have piggy-back registration rights.

 

In June 2013, we sold 15,000 shares of common stock for $6,300 or $.42 per share.

 

In 2013, we issued 112,500 shares of common stock for consulting services valued at $66,100.

 

On December 31, 2013, the holder of a related party note payable converted the note payable and accrued interest totaling $61,400 into 122,080 shares of common stock (see Note 10).

 

In 2013 we issued 14,500 shares of common stock upon the cashless exercise of 45,900 common stock option.

  

Warrants

 

In 2014, the Company issued 475,000 warrants for services at exercise price ranging from $1.00 to $1.25, which vest in 2014 and 2015. The warrants expire between October 2019 and June 2020. The warrants were valued at approximately $163,000.

 

In 2013, the Company issued 270,000 warrants for services at exercise prices ranging from $.70 to $1.00 , all of which vested in 2013. The warrants expire between August 2016 and January 2019. The warrants were valued at $46,200.

 

In 2013, the Company extended warrants that were due to expire in 2013 to April 30, 2014.  The Company recorded an expense of $11,500 in connection with these extensions.

 

A summary of warrant activity for the years ended December 31, 2014 and December 31, 2013 is presented as follows:

 

      Number of     Exercise  
      Warrants     Price  
  Warrants Outstanding at January 1, 2013     6,339,500     $0.40 to $1.50  
     Issued     3,976,750     $.50 to $1.00  
     Exercised          
     Forfeited/expired/canceled     (605,000 )   $.50 to $1.50  
  Warrants Outstanding at January 1, 2014     9,711,250     $.40 to $1.00  
     Issued     1,052,500     $1.00 to $1.25  
     Exercised     (1,324,000 )   $.50  
     Forfeited/expired/canceled     (558,000 )   $.50 to $1.00  
                 
  Warrants Outstanding at December 31, 2014     8,881,750     $.40 to $1.25