NOTE 8 STOCKHOLDERS
Common Stock - Common
stock consists of $0.001 par value, 50,000,000 shares authorized, 5,516,400 shares issued and outstanding as of June 30, 2012.
In October 2010, the Company issued 5,000,000 shares of its common stock to the Companys President, for services performed.
In January 2011, the Company issued 10,000 shares of its common stock for services. On March 23, 2011, the Company completed a
private placement offering to certain investors (Investors) pursuant to which the Company sold an aggregate of 286,750
shares of the Companys common stock resulting in gross proceeds of $28,675 to the Company. In quarter ending September 30,
2011, the Company issued 130,000 shares of its common stock for services received by an unrelated party. In quarter ending March
31, 2012, the Company issued 43,500 shares of its common stock for services received by an unrelated party for $5,350. In the quarter
ending June 30, 2012, the Company issued 40,000 shares of its common stock for $30,000 and 6,150 shares of its common stock for
services amounting to $4,265.
On March 5, 2012, the Company and Steven
Barbee entered into a Restricted Stock Award Agreement under which the Company issued to Mr. Barbee 2,500,000 shares of DigiPath,
Inc. restricted common stock (Restricted Stock) for $0.10 per share. Fifty percent of the Restricted Stock vests
on February 14, 2013 and fifty percent of the Restricted Stock vests on February 14, 2014. In the event of Mr. Barbees termination
the Restricted Stock shall be forfeited and reacquired by the Company for $0.10 per share. The Company loaned Mr. Barbee $250,000
to pay for the Restricted Stock through a recourse loan agreement. The loan has an interest rate of 5% and is secured against the
Restricted Stock and all of Mr. Barbees assets. The note expires on March 4, 2016.
On March 5, 2012, Eric Stoppenhagen, the Companys president,
cancelled his ownership of 2,500,000 shares of DigiPath, Inc. common stock.
Preferred Stock -
The articles of incorporation of the Company authorize 10,000,000 shares of preferred stock with a par value of $0.001 per share.
The Board of Directors is authorized to determine any number of series into which shares of preferred stock may be divided and
to determine the rights, preferences, privileges and restrictions granted to any series of the preferred stock. As of September
30, 2012, no shares of preferred stock were issued.
Stock Incentive Plan
On the March 5, 2012, the action
to adopt our 2012 Stock Incentive Plan (the 2012 Plan) was approved by written consent of holders representing approximately
91% of the outstanding shares of our common stock. On March 5, 2012, our board of directors approved the 2012 Plan.
The approval of the 2012 Plan required
such board approval and the affirmative vote of a majority of our outstanding shares of common stock. Such requirements have been
met so no vote or further action of our stockholders is required to approve the adoption of the 2012 Plan. Our board of directors
approved the 2012 Plan to ensure that we have adequate ways in which to provide stock based compensation to our directors, officers,
employees and consultants. Our board of directors believes that the ability to grant stock-based compensation, such as stock options
and stock grants, is important to our future success. The grant of such stock-based compensation can motivate high levels of performance
and provide an effective means of recognizing employee and consultant contributions to our success. In addition, stock-based compensation
can be valuable in recruiting and retaining highly qualified technical and other key personnel who are in great demand, as well
as rewarding and providing incentives to our current employees and consultants.
Because awards under the 2012 Plan
are discretionary, benefits or amounts that will hereinafter be received by or allocated to our chief executive officer, our named
executive officers, our current executive officers as a group, our non-executive directors as a group, and our employees who are
not executive officers, are not presently determinable.
The principal terms and features
of the 2012 Plan are summarized below. The following is a summary description of the salient terms, conditions and features of
the 2012 Plan and is qualified by the text of the plan.
General; Types of Awards; Number
The 2012 Plan provides for the
grant of options to purchase shares of common stock, restricted stock, stock appreciation rights (SARs) and restricted
stock units (rights to receive, in cash or stock, the market value of one share of our commons stock). Incentive stock options
(ISOs) may be granted only to employees. Nonstatutory stock options and other stock-based awards may be granted to
officers, employees, non-employee directors and consultants. A total of 5,000,000 shares of our common stock are reserved for issuance
upon exercise of awards granted under the 2012 Plan. The 2012 Plan will terminate as to grants of awards after 10 years from the
effective date, unless it is terminated earlier by our board of directors.
The 2012 Plan will be administered
by our board of directors or a committee of our board of directors (the Administrator) as provided in the 2012 Plan.
The Administrator will have the authority to select the eligible participants to whom awards will be granted, to determine the
types of awards and the number of shares covered and to set the terms, conditions and provisions of such awards, to cancel or suspend
awards under certain conditions, and to accelerate the exercisability of awards. The Administrator will be authorized to interpret
the 2012 Plan, to establish, amend, and rescind any rules and regulations relating to the 2012 Plan, to determine the terms of
agreements entered into with recipients under the 2012 Plan, and to make all other determinations that may be necessary or advisable
for the administration of the 2012 Plan.
Options and other awards may be
granted under the 2012 Plan to directors, officers, employees and consultants of our company and any of our subsidiaries, provided
that the services of such consultants are not in connection with the offer or sale of securities in a capital-raising transaction
and do not directly or indirectly promote or maintain a market for our securities. At the date of this prospectus, all of our officers,
directors and employees would have been eligible to receive awards under the 2012 Plan.
The exercise price per share of
our common stock purchasable upon exercise of any stock option or SAR will be determined by the Administrator, but cannot in any
event be less than 100% of the fair market value of our common stock on the date the award is granted. The Administrator will determine
the term of each stock option or SAR (subject to a maximum term of 10 years) and each option or SAR will be exercisable pursuant
to a vesting schedule determined by the Administrator. The grants and the terms of ISOs will be restricted to the extent required
for qualification as ISOs by the U.S. Internal Revenue Code of 1986, as amended. Subject to approval of the Administrator, options
or SARs may be exercised by payment of the exercise price in cash, shares of common stock or pursuant to a cashless exercise
through a broker-dealer under an arrangement approved by the Administrator. The Administrator may require the grantee to pay to
us any applicable withholding taxes that we are required to withhold with respect to the grant or exercise of any option. The withholding
tax may be paid in cash or, subject to applicable law, the Administrator may permit the grantee to satisfy these obligations by
the withholding or delivery of shares of our common stock. We may withhold from any shares of our common stock that may be issued
pursuant to an option or from any cash amounts otherwise due from us to the recipient of the option an amount equal to such taxes.
Restricted shares may be sold or
awarded for consideration determined by the Administrator, including cash, full-recourse promissory notes, as well as past and
future services. Any award of restricted shares will be subject to a vesting schedule determined by the Administrator. Any restricted
shares that are not vested will be subject to rights of repurchase, rights of first refusal or other restrictions as determined
by the Administrator. In general, holders of restricted shares will have the same voting, dividend and other rights as our other
In the event of any change affecting
shares of our common stock by reason of any stock dividend or split, recapitalization, merger, consolidation, spin-off, combination
or exchange of shares or other similar corporate change, or any distribution to stockholders other than cash dividends, the Administrator
will make substitutions or adjustments in the aggregate number of shares that may be distributed under the 2012 Plan, and in the
number and types of shares subject to, and the exercise prices under, outstanding awards granted under the 2012 Plan, in accordance
with Section 10 and other provisions of the 2012 Plan.
Unless otherwise permitted by the
2012 Plan and approved by the Administrator as permitted by the 2012 Plan, no award will be assignable or otherwise transferable
by the grantee other than by will or the laws of descent and distribution and, during the grantees lifetime, an award may
be exercised only by the grantee.
Our board of directors may amend
the 2012 Plan in any and all respects without stockholder approval, except as such stockholder approval may be required under applicable
law or pursuant to the listing requirements of any national market system or securities exchange on which our equity securities
may be listed or quoted.
Unless sooner terminated by our
board of directors, the 2012 Plan will terminate as to further grants of awards on March 5, 2022. Awards under the 2012 Plan will
be made by the Administrator. The Administrator does not currently have plans to grant stock options or other awards to any individual
or group of individuals under the 2012 Plan.