9.
EQUITY
In
December 2011, the Company issued 250,000 shares of common
stock to a consultant in exchange for consulting services
related to business development. The shares were valued at
$90,000, which represents the fair market value of the
services provided on the award date.
In
December 2011, the Company issued 150,000 shares of common
stock to three consultants in exchange for consulting
services related to technology development. The shares were
valued at $54,000, which represents the fair market value
of the services provided on the award date.
In
December 2011, the Company issued 90,278 shares of common
stock to a consultant in exchange accounting related
advisory services. The shares were valued at $32,500, which
represents the fair market value of the services provided
on the award date.
In
December 2011, the Company issued 50,000 shares of common
stock to a consultant in exchange for legal advisory
services. The shares were valued at $18,000, which
represents the fair market value of the services provided
on the award date.
In
December 2011, the Company issued 50,000 shares of common
stock to a consultant and related party in exchange for
customer service related advisory services. The shares were
valued at $18,000, which represents the fair market value
of the services provided on the award date.
In
December 2011, the Company issued 100,000 shares of common
stock to an employee in accordance with an employment
agreement. The shares were valued at $36,000, which
represents the fair market value of the services provided
on the award date.
In
February 2012, the Company issued 200,000 shares of common
stock to four of the Company’s directors in exchange
for serving on the board of directors. The shares were
valued at $94,000, which represents the fair market value
of the services provided on the award date.
In
February 2012, the Company issued 1,000,000 shares of
common stock to a consultant for business development and
sales representative services valued at $300,000 on the
award date.
In
February 2012, the Company issued 26,786 shares of common
stock to a consultant in exchange accounting related
advisory services. The shares were valued at $7,500, which
represents the fair market value of the services provided
on the award date.
In
April 2012, the Company issued 200,000 shares of common
stock in connection with a note payable issuance. The
shares were valued at $56,000, which represents the fair
market value of the note payable issuance costs on the
award date.
In
May 2012, the Company issued 24,359 shares of common stock
in connection with a cashless exercise of 50,000
“Series T” warrants at an exercise price of
$0.20 per share (see Note 10).
In
May 2012, the Company issued 25,000 shares of common stock
to a consultant in exchange accounting related advisory
services. The shares were valued at $8,500, which
represents the fair market value of the services provided
on the award date.
In
May 2012, the Company issued 100,000 shares of common stock
to a consultant in exchange for consulting services related
to business development. The shares were valued at $37,000,
which represents the fair market value of the services
provided on the award date.
In
May 2012, the Company issued 50,000 shares of common stock
to three consultants in exchange for consulting services
related to technology development. The shares were valued
at $18,500, which represents the fair market value of the
services provided on the award date.
In
June 2012, the Company issued 1,000,000 shares of common
stock to a consultant for business development and sales
representative services valued at $300,000 on the award
date.
In
June 2012, the Company issued 27,391 shares of common stock
in connection with a cashless exercise of 60,000
“Series T” warrants at an exercise price of
$0.20 per share (see Note 10).
In
July 2012, the Company issued 350,000 shares of common
stock for the partial conversion of a promissory note
amounting to $77,476. The promissory note was converted on
the basis of $0.22 per share (see Note 5).
In
August 2012, the Company issued 1,000,000 shares of common
stock to a consultant for business development and sales
representative services valued at $300,000 on the award
date.
In
August 2012, the Company issued 250,000 shares of common
stock for the partial conversion of a promissory note
amounting to $42,560. The promissory note was converted on
the basis of $0.17 per share (see Note 5).
In
August 2012, the Company issued 1,097,288 shares of common
stock for the conversion of accrued finder’s fees and
accounts payable totaling $288,844. The accrued
finder’s fees and accounts payable were converted on
the basis of $0.26 per share.
In
August 2012, the Company issued 200,000 shares of common
stock to four of the Company’s directors in exchange
for serving on the board of directors. The shares were
valued at $48,000, which represents the fair market value
of the services provided on the award date.
In
August 2012, the Company issued 50,000 shares of common
stock to a consultant in exchange accounting related
advisory services. The shares were valued at $12,000, which
represents the fair market value of the services provided
on the award date.
In
September 2012, the Company issued 750,000 shares of common
stock to a consultant for business development services
valued at $172,500 on the award date.
In
September 2012, the Company issued 360,000 shares of common
stock for the partial conversion of a promissory note
amounting to $57,773 (see Note 5).
In
September 2012, the Company issued 500,000 shares of common
stock for the partial conversion of a promissory note
amounting to $65,320 (see Note 5).
In
October 2012, the Company issued 628,465 shares of common
stock for the partial conversion of a promissory note and
accrued interest amounting to $85,471 (see Note 5).
In
November 2012, the Company issued 1,000,000 shares of
common stock to a consultant for business development
services valued at $210,000 on the award date.
In
November 2012, the Company issued 200,000 shares of common
stock to four of the Company’s directors in exchange
for serving on the board of directors. The shares were
valued at $42,000, which represents the fair market value
of the services provided on the award date.
In
November 2012, the Company issued 50,000 shares of common
stock to a consultant in exchange accounting related
advisory services. The shares were valued at $7,500, which
represents the fair market value of the services provided
on the award date.
In
November 2012, the Company issued 550,000 shares of common
stock in connection with three note payable issuances. The
shares were valued at $113,500, which represents the fair
market value of the note payable issuance costs on the
award date (see Note 5).
Prepaid
Services Paid In Common Stock
In
August 2012, the Company issued 1,000,000 shares of common
stock to a consultant for business development and sales
representative services valued at $300,000 on the award
date to be amortized from August 1, 2012 to August 1, 2013.
Unamortized prepaid services paid in common stock related
to such stock issuance amounted to $200,000 at November 30,
2012.
In
September 2012, the Company issued 750,000 shares of common
stock to a consultant for business development and sales
representative services valued at $172,500 on the award
date to be amortized from September 1, 2012 to September 1,
2013. Unamortized prepaid services paid in common stock
related to such stock issuance amounted to $129,375 at
November 30, 2012.
In
November 2012, the Company issued 1,000,000 shares of
common stock to a consultant for business development and
sales representative services valued at $210,000 on the
award date to be amortized from October 29, 2012 to April
28, 2013. Unamortized prepaid services paid in common stock
related to such stock issuance amounted to $175,000 at
November 30, 2012.
Warrants
Warrants
to purchase up to 8,926,715 shares of the Company’s
common stock are outstanding at November 30, 2012 (see Note
10).
Stock
Incentive Plan
On
January 12, 2012, the board of directors adopted the
Amended and Restated 2007 Stock Incentive Plan (the
“2007 Plan”). The aggregate number of
shares of common stock that may be issued under the 2007
Plan is 20,000,000 and such shares are reserved for
issuance out of the authorized but previously unissued
shares. Employees, service providers and non-employee
directors of the Company and its affiliates are eligible to
receive non-statutory stock options, incentive stock
options, restricted stock and stock appreciation
rights. The 2007 Plan will continue until the earlier
of the termination of the 2007 Plan by the board of
directors or ten years after the effective date.
The
2007 Plan is administered by the Company’s
compensation committee made up of three non-executive
directors. The compensation committee may determine the
specific terms and conditions of all awards granted under
the 2007 Plan, including, without limitation, the number of
shares subject to each award, the price to be paid for the
shares and the vesting criteria, if any. The compensation
committee has discretion to make all determinations
necessary or advisable for the administration of the 2007
Plan.
There
were 18,500,000 incentive stock options granted under the
2007 Plan as of November 30, 2012 (see Note 10.)
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