Annual report pursuant to Section 13 and 15(d)

7. COMMON STOCK TRANSACTIONS

v3.5.0.2
7. COMMON STOCK TRANSACTIONS
12 Months Ended
Apr. 30, 2016
Equity [Abstract]  
COMMON STOCK TRANSACTIONS

During the year ended April 30, 2014, the Company issued 28,670,600 shares of common stock to settle debts of $985,518. The shares were valued using the closing share prices of the common stock of the day of issuances ranging from $0.08 to $0.18, resulting in a net loss on debt settlements of $3,798,153.

 

During the year ended April 30, 2014, a shareholder converted 8,500 shares of the Company’s Series E Preferred Stock (see Note 9) 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. The 17,000,000 shares were issued during the year ended April 30, 2015.

 

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 issued 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, 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. These share issuances resulted in a non-cash expense of $528,522 for the year end April 30, 2015 and $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, 2015, 900,000 shares vested and the Company recorded a non-cash compensation expense of $125,460. 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, 2015, 300,000 shares vested and the Company recorded a non-cash expense of $41,820. 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 year ended April 30, 2016, the Company recorded a non-cash compensation expense in the amount of $71,880.

 

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 year ended April 30, 2016, the Company recorded a non-cash compensation expense in the amount of $23,960.

 

During the year ended April 30, 2016, the Company entered into 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 non-cash expense for these share issuances total $48,000. 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 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, 2016 and 2015, the Company sold and issued approximately 25.9 and 24.2 million shares of common stock, respectively, at prices ranging from $0.06 to $0.24 per share. Net of underwriting discounts, legal, accounting and other offering expenses, the Company received proceeds of approximately $6.25 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. As of July 29, 2016, the Company does not meet the eligibility requirements in order for it to be able to conduct a primary offering of its common stock under Form S-3 or to file a new Registration Statement on Form S-3. See Note 2 for additional information.

 

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, 2016 are as follows: 

 

        Shares     Weighted Average Grant Date Fair Value  
Non-vested, at April 30, 2013       –       $ –    
                     
Granted       79,419,803       0.23  
                     
Vested       (79,419,803 )     0.23  
                     
Forfeited       –         –    
                     
Non-vested, at April 30, 2014       –         –    
                     
Granted       33,924,650       0.12  
                     
Vested       (30,324,650 )     0.12  
                     
Forfeited       –         –    
                     
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