Annual report pursuant to Section 13 and 15(d)

4. COMMON STOCK TRANSACTIONS

v3.19.2
4. COMMON STOCK TRANSACTIONS
12 Months Ended
Apr. 30, 2019
Equity [Abstract]  
COMMON STOCK TRANSACTIONS

NOTE 4 – COMMON STOCK TRANSACTIONS

 

A summary of the Company’s non-vested restricted stock activity and related weighted average grant date fair value information for the years ended April 30, 2019 and 2018 are as follows:

 

During the year ended April 30, 2018, the Company issued 1,750,000 shares of common stock to four directors of the Company’s Board pursuant to Board compensation agreements. The terms of the agreements are for twelve months. The shares vested upon issuance and the Company recorded a non-cash expense of $24,165 and $75,985 for the years ended April 30, 2019 and 2018, respectively.

 

During the year ended April 30, 2018, the Company issued 4,200,000 shares of common stock to three consultants. The terms of two of the agreements are for twelve months and one agreement is for eighteen months. The shares vest monthly over a twelve-month to eighteen-month period and are subject to the consultants providing services under the agreements. The Company recorded a non-cash consulting expense in the amount of $73,800 and $209,730 for the years ended April 30, 2019 and 2018, respectively. There were zero and 1,200,000 unvested shares as of April 30, 2019 and 2018, respectively.

  

The Company awarded 6,600,000 shares of common stock to officers as part of their compensation agreements for 2018. These shares vest monthly over a twelve-month period and are subject to them continuing service under the agreements. During the years ended April 30, 2019 and 2018, the Company recorded a non-cash compensation expense in the amount of $245,520 and $122,760. There were zero and 4,400,000 unvested shares as of April 30, 2019 and 2018, respectively.

 

During the year ended April 30, 2019, the four independent directors of the Company’s Board pursuant to Board compensation agreements were entitled to 2,000,000 shares of common stock. The terms of the agreements are for twelve months. The shares vest on the directors’ anniversary date of their agreements. The Company recorded a non-cash expense of $101,288 for the year ended April 30, 2019.

 

During the year ended April 30, 2019, the Company issued 4,450,000 shares of common stock to four consultants. The terms of the agreements are for twelve months. The shares vest monthly over a twelve-month period and are subject to the consultants providing services under the agreements. The Company recorded a non-cash consulting expense in the amount of $230,829 for the year ended April 30, 2019. There were 408,333 unvested shares as of April 30, 2019.

 

During the year ended April 30, 2019, two consultants pursuant to their compensation agreements earned 2,500,000 shares of common stock. The terms of the agreements are for twelve months which covered prior and current years. The shares vest monthly over a twelve-month period and are subject to the consultants providing services under the agreements. The Company recorded a non-cash consulting expense in the amount of $138,728 for the year ended April 30, 2019. These shares remained unissued as of April 30, 2019.

 

The Company awarded 6,600,000 shares of common stock to officers as part of their compensation agreements for 2019. These shares vest monthly over a twelve-month period and are subject to them continuing service under the agreements. During the year ended April 30, 2019, the Company recorded a non-cash compensation expense in the amount of $47,809. There were 4,400,000 unvested shares as of April 30, 2019.

 

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 September 28, 2017, the Second 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, 2019 and 2018, the Company sold and issued approximately 161.7 and 95.7 million shares of common stock, respectively, at prices ranging from $0.01 to $0.08 per share. Net of underwriting discounts, legal, accounting and other offering expenses, the Company received proceeds of approximately $2.3 and $2.7 million from the sale of these shares for the years ended April 30, 2019 and 2018, respectively. The Company has filed a prospectus supplement for an “at-the-market” offering with an investment bank as sales agent.

 

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, 2019 are as follows:

 

  Shares   Weighted
Average
Grant Date
Fair Value
 
         
Non-vested, at April 30, 2017   4,400,000   $ 0.10  
             
Granted   12,550,000     0.08  
             
Vested   (11,350,000 )   0.07  
             
Forfeited        
             
Non-vested, at April 30, 2018   5,600,000     0.06  
             
Granted   11,050,000     0.05  
             
Vested   (12,050,000 )   0.06  
             
Forfeited        
             
Non-vested, at April 30, 2019   4,600,000   $ 0.05