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 three months ended July 31, 2019 and 2018 are as follows:

During the three months ended July 31, 2017, 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 their respective agreements with the Company. The Company recorded a non-cash consulting expense in the amount of $0 and $45,800 for the three months ended July 31, 2019 and 2018, respectively. There were zero and 500,000 unvested shares as of July 31, 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 three months ended July 31, 2019 and 2018, the Company recorded a non-cash compensation expense in the amount of $0 and $92,070, respectively. There were zero and 2,750,000 unvested shares as of July 31, 2019 and 2018, respectively.

During the three months ended July 31, 2019, the four independent directors of the Company’s Board pursuant to Board compensation agreements were issued 2,000,000 shares of common stock relating to their services for the prior year. 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 $13,804 for the three months ended July 31, 2019.

Effective July 1, 2018, the Company issued 1,200,000 shares of common stock to a consultant. The term of the agreement is for twelve months. The shares vest monthly over a twelve-month period and are subject to the consultant providing services under the agreement. The Company recorded a non-cash consulting expense in the amount of $12,816 for the three months ended July 31, 2019. There were zero unvested shares as of July 31, 2019.

During the month of April 2019, two consultants were issued 2,500,000 shares of common stock pursuant to their consulting agreements. The term of the agreements is for twelve months which covered prior and current periods. The shares vest monthly over a twelve-month period and are subject to the consultant providing services under their respective consulting agreements. The Company recorded a non-cash consulting expense in the amount of $7,209 for the three months ended July 31, 2019. There were 83,333 unvested shares as of July 31, 2019.

During the three months ended July 31, 2019, a consultant is owed 500,000 shares of common stock pursuant to his consulting agreement with the Company. The term of the consulting agreement is for twelve months which covered prior and current periods. The shares vest monthly over a twelve-month period and are subject to the consultant providing services under his consulting agreement. The Company recorded a non-cash consulting expense in the amount of $3,306 for the three months ended July 31, 2019. As of July 31, 2019, 500,000 shares remained unissued.

The Company awarded 6,600,000 shares of common stock to officers as part of their executive compensation agreements for 2019. These shares vest monthly over a twelve-month period and are subject to them continuing service under their respective executive compensation agreements. During the three months ended July 31, 2019, the Company recorded a non-cash compensation expense in the amount of $104,726. There were 2,750,000 unvested shares as of July 31, 2019.

During the three months ended July 31, 2019, three independent directors of the Company’s Board of Directors (“Board”) were issued 1,500,000 shares of common stock pursuant to their respective Director Letter Agreement (“DLA”) with the Company. Each share issuance under a DLA covers a twelve-month period. The shares vest upon the appointment of a director pursuant to a DLA and upon on the anniversary date of the DLA. The Company recorded a non-cash expense of $11,642 for the three months ended July 31, 2019.

During the three months ended July 31, 2019, a consultant was issued 2,000,000 shares of common stock pursuant to his services on the Company’s Medical and Scientific Advisory Board over a four-year period. This share issuance covered prior and current periods. The shares vest monthly over the four-year period and are subject to the consultant providing services to the Company. The Company recorded a non-cash consulting expense in the amount of $7,150 for the three months ended July 31, 2019. As of July 31, 2019, zero shares remained unissued.

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 three months ended July 31, 2019 and 2018, the Company sold and issued approximately 66.7 and 66.2 million shares of common stock, respectively, at prices ranging from approximately $0.01 to $0.03 per share. Net of underwriting discounts, legal, accounting and other offering expenses, the Company received net proceeds of approximately $558,000 and $1.4 million from the sale of these shares for the three months ended July 31, 2019 and 2018, respectively.  

A summary of the Company’s unvested restricted stock activity and related weighted average grant date fair value information for the three months ended July 31, 2019 are as follows: