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, 2015
Equity [Abstract]  
COMMON STOCK TRANSACTIONS

The Company has amended and restated two disclosures relating to common stock transactions. The first disclosure correction relates to the issuance of options to directors and officers to purchase 25 million shares of common stock. The disclosure was restated to reflect that the current period non-cash compensation expense was $3,629,731 rather than the $4,307,822 as originally reported in the consolidated statements of operations for the year ended April 30, 2015 contained in the Original Filing. The second disclosure correction relates to the issuance of 400,000 shares of common stock to two officers of the Company as compensation during the year ended April 30, 2015 that was originally reported as an issuance of 600,000 shares.  The disclosure was restated to reflect that the current period non-cash expense was $87,200 rather than $133,440 as reported in the consolidated statements of operations for the year ended April 30, 2015 contained in the Original Filing and to remove the mention of the issuance of 2,400,000 shares of common stock issued to two officers that was included in a separate disclosure.

 

During the year ended April 30, 2013, 8,771,429 shares of common stock were issued for various services. The shares were valued using the closing stock price on the day of issuance for a total expense of $331,000.

 

During the year ended April 30, 2013, 3,592,656 shares of common stock were issued to settle various debts. The shares were valued using the closing stock price on the day of issuance for a total expense of $143,596.

 

During the year ended April 30, 2013, 13,326,668 shares of common stock were issued to officers of the Company for compensation. The shares were valued using the closing stock price on the day of issuance for a total expense of $653,696.

 

During the year ended April 30, 2013, 500,000 shares of common stock were issued for $10,000 cash.

 

During the year ended April 30, 2013 the Company issued 39,622,400 shares of common stock for proceeds of $1,136,000, which were sold through the Company's Private Placement Memorandum at approximately $0.03 per share.

 

In May 2013, 75,000 shares of common stock were issued to settle debt of $32,392. The shares were valued using the closing share price of the common stock of the day of issuance, resulting in a gain on settlement of $21,142.

 

During the year ended April 30, 2014, a shareholder converted 8,500 shares of the Company’s Series E Preferred Stock (see Note 8) into 54,000,000 shares of common stock. The shares were valued using the closing share price of the common stock on the day of issuance for a total of $6,475,000 resulting in a loss on conversion of $5,895,000.

 

During the year ended April 30, 2014, 52,370,000 shares of common stock were issued to officers and directors of the Company for compensation. These shares were valued using the closing share price of the common stock on the day of issuance for a total non-cash expense of $14,101,788.

 

During the year ended April 30, 2014, 13,756,666 shares of common stock were issued to consultants for services rendered to the Company. The shares were valued using the closing share price of the common stock price on the day of issuance for a total non-cash expense of $1,810,348. As of April 30, 2014, $528,808 of this expense had been deferred to prepaid expenses and will be expensed to future periods as determined by the term of each agreement.

 

During the year ended April 30, 2014, the Company sold 27,000,000 shares of common stock for $4,918,000. As of April 30, 2014, 17,000,000 of these shares had not yet been issued and were disclosed as common stock to be issued.

 

During the year ended April 30, 2014, the Company converted some of its Class A and Class B warrants into 19,649,600 shares of common stock for $1,592,880.

   

On February 14, 2014, the Company entered into a purchase agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”). Lincoln Park initially purchased 8 million shares of common stock at $0.25 per share for $2 million and had committed to invest up to an additional $25 million of equity capital over the term of the purchase agreement. As consideration for its commitment to purchase shares of common stock pursuant to the purchase agreement, the Company issued to Lincoln Park 5,062,500 shares of common stock upon execution of the purchase agreement. These shares were valued at $0.169, the closing price of the stock on February 14, 2014, for non-cash expense of $855,653. On May 28, 2014 the Company and Lincoln Park executed a Mutual Termination and Release Agreement releasing all parties from certain obligation under the purchase agreement. As consideration for terminating the purchase agreement, the Company issued Lincoln Park an additional 1,062,500 shares of common stock. These shares were valued at $0.28 for total non-cash expense of $297,500.

 

During the year ended April 30, 2015, 300,000 shares of common stock were issued to an officer of the Company for compensation. The shares were valued using the closing share price of the common stock on the day of issuance for a total non-cash expense of $86,100.

 

During the year ended April 30, 2015, the Company sold 200,000 shares of common stock for $20,000.

 

During the year ended April 30, 2015, the Company converted some of its Class B warrants into 550,000 shares of common stock for $66,000.

 

During the year ended April 30, 2015, 17,628,000 shares of common stock were issued to fully satisfy all stock payables due in the amount of $1,574,860.

 

During the year ended April 30, 2015, the Company had committed to issue 1,700,000 shares of common stock to officers as part of their employment agreements. The shares were valued using the closing share price of the common stock on the date the accrual of the compensation for a total of a non-cash expense of $394,250.

 

During the year ended April 30, 2015, the Company, as a result of settlement agreements, accepted the return of 15,606,667 shares of its common stock from three officers. The Company adopted subtopic ASC 845-10-30 “Treasury Stock Acquisition in Connection with a Settlement Agreement” to account for the shares the Company received. The shares were valued at the closing price on date of their return. The Company recognized a non-cash gain equal to the fair value of the shares in the amount of $3,337,967 and is included in other income, net in the consolidated statements of operations.

 

During the year ended April 30, 2015, the Company entered into a mutual termination agreement with a consultant. The original consulting agreement called for the issuance of 800,000 shares. The mutual termination agreement resulted in a return of 335,296 shares of the 800,000 share issued. The Company adopted subtopic ASC 845-10-30 to account for the shares returned. The shares were valued at the closing price on the date the mutual termination agreement was signed. The Company recognized a non-cash gain of $74,436, which is included in consulting expense in the consolidated statements of operations.

 

During the year ended April 30, 2015, the Company issued options to purchase 25 million shares to officers and directors. The options vested immediately and expire on September 30, 2019 and are exercisable at $0.19 per share. The grant of these options resulted in a current period expense of $3,629,731 and is included as a compensation expense in the consolidated statements of operations.

 

During the year ended April 30, 2015, 400,000 shares of common stock were issued to two officers of the Company for compensation. The shares were valued using the closing share price of the common stock on the day of the issuance for a total non-cash expense of $87,200.

 

During the year ended April 30, 2015, the Company issued 7,284,150 shares of common stock to consultants. The non-cash expense for these share issuances total $972,206.

 

During the year ended April 30, 2015, the Company issued 3,600,000 shares of common stock to officers as part of their compensation agreements. These shares vest on quarterly basis over a twelve-month period. The 900,000 shares that vested were valued at the date of vesting and resulted in a non-cash compensation expense of $125,460.

 

During the year ended April 30, 2015, the Company issued 1,200,000 shares of common stock to an employee as part of an employee agreement. These shares vest on quarterly basis over a twelve-month period. The 300,000 shares that vested were valued at the date of vesting and resulted in a non-cash expense of $41,820. 

 

All shares were issued without registration under the Securities Act of 1933, as amended (“Securities Act”), in reliance upon the exemption afforded by Section 4(a)(2) of the Act.

 

On October 24, 2014, the Company completed a $50 million underwritten public offering. During the year ended April 30, 2015 the Company sold and issued approximately 24.2 million shares of common stock at prices ranging from $0.10 to $0.24 per share. Net of underwriting discounts, legal, accounting and other offering expenses, the Company received proceeds of approximately $3.7 million from the sale of these shares.