NOTE 4 – COMMON STOCK TRANSACTIONS

A summary of the Company’s restricted stock activity and related weighted average grant date fair value information for the six months ended October 31, 2019 and 2018 is as follows:

During the six months ended October 31, 2017, the Company issued 4,200,000 shares of common stock to three consultants pursuant to consulting agreements. 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 $0 for the three and six months ended October 31, 2019, respectively, and $16,800 and $62,600 for the three and six months ended October 31, 2018, respectively. There were zero and 200,000 unvested shares as of October 31, 2019 and 2018, respectively.

During the month of January 2018, 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 and six months ended October 31, 2019, the Company recorded a non-cash compensation expense in the amount of $0 and $0, respectively, and $92,070 and $184,140 for the three and six months ended October 31, 2018, respectively. There were zero and 1,100,000 unvested shares as of October 31, 2019 and 2018, respectively.

During the six months ended October 31, 2018, the Company issued 1,950,000 shares of common stock to two consultants pursuant to consulting agreements. The terms of these two consulting 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. An additional agreement with one of the consultants required 500,000 shares vested upon issuance. The Company recorded a non-cash consulting expense in the amount of $0 and $12,816 for the three and six months ended October 31, 2019, respectively and $42,854 and $42,854 for the three and six months ended October 31, 2018, respectively. There were zero and 925,000 unvested shares as of October 31, 2019 and 2018, respectively.

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 $4,701 and $11,910 for the three and six months ended October 31, 2019. There were zero unvested shares as of October 31, 2019.

During the six months ended October 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 $5,408 and $19,212 for the three and six months ended October 31, 2019, respectively.

During the six months ended October 31, 2019, a consultant was issued 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 $14,044 and $17,350 for the three and six months ended October 31, 2019, respectively.

During the month of April 2019, 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 and six months ended October 31, 2019, the Company recorded a non-cash compensation expense in the amount of $104,727 and $209,453, respectively. There were 1,100,000 unvested shares as of October 31, 2019.

During the six months ended October 31, 2019, four independent directors of the Company’s Board of Directors (“Board”) were issued 2,000,000 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 $15,793 and $27,435 for the three and six months ended October 31, 2019, respectively.

During the six months ended October 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 $4,701 and $11,851 for the three and six months ended October 31, 2019, respectively.

During the six months ended October 31, 2019, five consultants were issued 2,200,000 shares of common stock pursuant to their consulting agreements. The terms of the agreements are for twelve months. 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 $20,803 and $20,803 for the three and six months ended October 31, 2019. There were 1,300,000 unvested shares as of October 31, 2019.

During the six months ended October 31, 2019, a consultant was issued 500,000 shares of common stock pursuant to his services as the Company’s Chairman of its Scientific Advisory Board over a twelve period. The shares vest upon the anniversary date of the Board’s approval of the common stock grant. The Company recorded a non-cash consulting expense in the amount of $1,533 and $1,533 for the three and six months ended October 31, 2019, respectively.

All shares described above 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 six months ended October 31, 2019 and 2018, the Company sold and issued approximately 136.7 and 66.2 million shares of common stock, respectively, at prices ranging from approximately $0.01 to $0.03 per share as Block Trades pursuant to the Company’s S-3. Net of underwriting discounts, legal, accounting and other offering expenses, the Company received net proceeds of approximately $884,000 and $1.4 million from the sale of these shares for the six months ended October 31, 2019 and 2018, respectively.  

On October 31, 2019, the Company’s Board of Directors passed a resolution recommending to shareholders that they approve the amendment of the Company’s articles of incorporation to increase the number of authorized shares of the Company’s common stock by 1,000,000,000 from 1,490,000,000 to 2,490,000,000 shares.  Subsequently, on October 31, 2019, by a written consent executed by holders of a majority of the voting power of the Company’s outstanding stock, the Company’s stockholders approved such an amendment.  October 31, 2019 such amendment was filed with the Secretary of State of the State of Nevada. 

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