Annual report pursuant to Section 13 and 15(d)

7. COMMON STOCK TRANSACTIONS

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7. COMMON STOCK TRANSACTIONS
12 Months Ended
Apr. 30, 2017
Equity [Abstract]  
COMMON STOCK TRANSACTIONS

During the year ended April 30, 2015, the Company issued 7,284,150 shares of common stock to consultants. These share issuances resulted in a non-cash expense of $443,684 for the year ended April 30, 2016.

 

The Company issued 3,600,000 shares of common stock to officers as part of their compensation agreements in the year ended April 30, 2015. These shares vest on a quarterly basis over a twelve-month period. During the year ended April 30, 2016, 2,700,000 shares vested and the Company recorded a non-cash compensation expense of $231,920. There were no unvested shares as of April 30, 2016 related to these compensation agreements.

 

The Company issued 1,200,000 shares of common stock to an employee as part of an employee agreement in the year ended April 30, 2015. These shares vest on a quarterly basis over a twelve-month period. During the year ended April 30, 2016, 900,000 shares vested and the Company recorded a non-cash expense of $73,310. There were no unvested shares as of April 30, 2016 related to this compensation agreement.

 

The Company awarded 3,600,000 shares of common stock to officers as part of their compensation agreements for 2016. These shares vest on a quarterly basis over a twelve-month period and are subject to their continuing service under the agreements. During the years ended April 30, 2017 and 2016, the Company recorded a non-cash compensation expense in the amount of $143,760 and $71,880, respectively. There were no unvested shares as of April 30, 2017.

 

The Company awarded 1,200,000 shares of common stock to an employee as part of his compensation agreement for 2016. These shares vest on a quarterly basis over a twelve-month period and are subject to the employee providing services under the agreement. During the years ended April 30, 2017 and 2016, the Company recorded a non-cash compensation expense in the amount of $47,920 and $23,960, respectively. There were no unvested shares as of April 30, 2017.

 

During the year ended April 30, 2016, the Company entered a stock and warrant purchase agreement with two investors (“Stock and Warrant Purchase Agreements”) and closed a private placement to them. Pursuant to the Stock and Warrant Purchase Agreements, the Company sold in equal amounts to each investor 8,500,000 unregistered shares of its common stock at a purchase price of $0.06 per share and warrants to purchase 8,500,000 unregistered shares of its common stock for gross proceeds of $1,020,000 (see Note 10).

 

During the year ended April 30, 2016, the Company issued 750,000 shares of common stock to consultants. The shares vested upon issuance and the Company recorded a non-cash expense for these share issuances total $48,000. All shares were issued without registration under the Securities Act in reliance upon the exemption afforded by Section 4(a)(2) of the Securities Act.

 

During the year ended April 30, 2017, the Company issued 600,000 shares of Common Stock to a consultant. These shares vest on a quarterly basis over a twelve-month period and are subject to the consultant providing services under the agreement. During the year ended April 30, 2017, 600,000 shares vested and the Company recorded a non-cash expense in the amount of $34,200.

 

During the year ended April 30, 2017, the Company issued 500,000 shares of Common Stock to two consultants. The terms of the agreements are for twelve months each. The shares vested upon issuance and the Company recorded a non-cash compensation expense in the amount of $21,400 for the year ended April 30, 2017.

 

During the year ended April 30, 2017, the Company issued 750,000 shares of Common Stock to two consultants. The terms of the agreements are for twelve months each. The shares vested upon issuance and the Company recorded a non-cash compensation expense in the amount of $25,900 for the year ended April 30, 2017.

 

During the year ended April 30, 2017, the Company issued 250,000 shares of Common Stock to a director of the Board. The term of the agreement is for twelve months. The shares vested upon issuance and the Company recorded a non-cash compensation expense of $26,000 for the year ended April 30, 2017.

 

During the year ended April 30, 2017, the Company awarded 6,600,000 to officers as part of their compensation agreements for 2017. These shares vest on a monthly basis over a twelve-month period and are subject to them continuing service under the agreements. During the year ended April 30, 2017, the Company recorded a non-cash compensation expense in the amount of $228,800. There were 4,400,000 unvested shares as of April 30, 2017.

 

All shares were issued without registration under the Securities Act in reliance upon the exemption afforded by Section 4(a)(2) of the Securities Act.

 

On October 28, 2014, the Company’s Registration on Form S-3 was declared effective by the Commission for a public offering of up to $50 million on a “shelf offering” basis. During the years ended April 30, 2017 and 2016, the Company sold and issued approximately 115.4 and 25.9 million shares of common stock, respectively, at prices ranging from $0.02 to $0.24 per share. Net of underwriting discounts, legal, accounting and other offering expenses, the Company received proceeds of approximately $11.13 million from the sale of these shares. The Company has filed a prospectus supplement for an “at-the-market” offering with an investment bank as sales agent. At the time of the filing of its Annual Report on Form 10-K for the fiscal year ended April 30, 2016, the Company determined that it failed to meet the transaction requirements set forth in General Instruction I.B.1 to Form S-3. As a result, the Company was ineligible to use its effective shelf registration statement on Form S-3. The Company regained its eligibility to use the Company’s Registration on Form S-3 in December 2016 because it met the transaction requirements set forth in General Instruction I.B.1 to Form S-3.

 

A summary of the Company’s non-vested restricted stock activity and related weighted average grant date fair value information for the last three years ended April 30, 2017 are as follows:

 

    Shares     Weighted
Average
Grant Date
Fair Value
 
             
Non-vested, at April 30, 2015     3,600,000     $ 0.14  
                 
Granted     22,550,000       0.06  
                 
Vested     (22,550,000 )     0.06  
                 
Forfeited            
                 
Non-vested, at April 30, 2016     3,600,000       0.06  
                 
Granted     8,700,000       0.09  
                 
Vested     (7,900,000 )     0.07  
                 
Forfeited            
                 
Non-vested, at April 30, 2017     4,400,000     $ 0.10