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20. Subsequent Events | 12 Months Ended
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Dec. 31, 2013
Subsequent Events [Abstract] |
NOTE 20 - Subsequent Events | Reverse Split and Name Change On March 7, 2014, the Company effected a reverse stock split of 1 to 100 with respect to its Common Stock and the Company changed its corporate name from Stratus Media Group, Inc. to RestorGenex Corporation, a biopharmaceutical company. All stock numbers herein are post reverse split. Issuance of Note and Settlement of Amounts Owed (Unaudited) In April 2014, the Company agreed to issue to our law firm a non-interest bearing convertible note in the aggregate principal amount of $875,000 (the “Note”) as payment in full for the amounts owed to them at that time, contingent on the Company successfully concluding a Cash Proceeds Event, including the $467,200 note that was issued on July 1, 2012. The Note is due in full on March 31, 2015, provided that the Company is required to prepay (i) $1.00 in principal amount of the Note for each $15.00 raised by the Company in all Cash Proceeds Events (as defined in the Note), up to the first $7.5 million raised, for total repayments of up to $500,000; (b) an additional $100,000 in principal amount of the Note when the cumulative amounts so raised in all Cash Proceeds Events equal $10.0 million; and (c) the balance due under the Note when the cumulative amounts so raised in all Cash Proceeds Events equal $12.5 million. The Note also provides that the holder may, at its option, convert all or any portion of the outstanding balance thereunder into the securities issued and sold in certain securities offerings by the Company, including the offering currently underway by the Company (the “Offering”). In connection with the issuance of the Note, the Company also agreed to issue to the holder of the Note, for no additional consideration, $213,827 worth of the Company’s securities sold in the Offering (valued at the offering price of the securities) upon the closing of the Offering. The holder will be entitled to the same registration and other rights with respect to such securities as are granted to the purchasers of securities in the Offering. In the event that the Company does not repay at least $500,000 principal amount of the Note by July 1, 2014, the Note will be deemed to be in default and will automatically convert into a non-convertible note in the principal amount of $1,188,827, which note will bear interest at the annual rate of 10% and be due and payable upon demand. The Company is currently in negotiations with other vendors, former directors and employees to reduce the amounts owed to them and use a combination of stock and cash to settle these reduced amounts, but there can be no assurance that the Company will be successful in doing so or that such settlements will amount to a material reduction in the amounts owed to these vendors, former directors and employees. Acquisitions On March 28, 2014, the Company acquired Paloma Pharmaceuticals, Inc. (“Paloma”) for consideration of 2,500,000 shares of common stock and VasculoMedics, Inc. (“VasculoMedics”) for consideration of 220,000 shares of common stock. In connection with the acquisition of Paloma, the Company agreed to assume three promissory notes which have been extended to a maturity date of March 28, 2015. The notes have a current balance (principal and interest) of approximately $1,132,000. The following pro forma financial information has been prepared as if the Merger with Paloma occurred on December 31, 2013. The information in these pro forma financials for Paloma and VasculoMedics has been derived from the unaudited financial statements for Paloma and VasculoMedics for the years ended December 31, 2013 and 2012. The information in these pro forma financials for Stratus has been derived from the audited financial statements for the year ended December 31, 2013. RestorGenex Corporation, VasculoMedics and Paloma Pharmaceuticals Inc. Pro Forma Statement of Financial Position December 31, 2013
|  | As of December 31, 2013 (a) |
|  |  |  |  |  |  |  |  |  |  | Pro Forma |  |  | Pro Forma |
|  | RestorGenex |  |  | Paloma |  |  | VasculoMedics |  |  | Adjustments |  |  | Combined |
|  | (Audited) |  |  |  |  |  |  |  |  |  |  |  |  |
ASSETS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and equivalents |  | $ | 254,964 |  |  | $ | 96,719 |  |  | $ | – |  |  | $ | – |  |  | $ | 351,683 |
Accounts receivable |  |  | 2,020 |  |  |  | – |  |  |  | – |  |  |  | – |  |  |  | 2,020 |
Investment in VasculoMedics |  |  | – |  |  |  | 100,000 |  |  |  | – |  |  |  | (100,000 | ) | (b) |  | – |
Prepaid expenses and deposits |  |  | 2,741,299 |  |  |  | 19,632 |  |  |  | – |  |  |  | – |  |  |  | 2,760,931 |
Total current assets |  |  | 2,998,283 |  |  |  | 216,351 |  |  |  | – |  |  |  | (100,000 | ) |  |  | 3,114,634 |
Property and equipment, net |  |  | 11,262 |  |  |  | 72,331 |  |  |  | – |  |  |  | – |  |  |  | 83,593 |
Intangible assets |  |  | 7,691,682 |  |  |  | 747,559 |  |  |  | – |  |  |  | 1,744,701 |  | (c) |  | 10,183,942 |
Goodwill |  |  | 7,642,825 |  |  |  | – |  |  |  | – |  |  |  | 7,129,154 |  | (d) |  | 14,771,979 |
Total assets |  | $ | 18,344,052 |  |  | $ | 1,036,241 |  |  | $ | – |  |  | $ | 8,773,855 |  |  | $ | 28,154,148 |
LIABILITIES AND SHAREHOLDERS' DEFICIT |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Accounts payable |  | $ | 1,520,206 |  |  | $ | 175 |  |  | $ | – |  |  | $ | – |  |  | $ | 1,520,381 |
Deferred salary |  |  | 571,328 |  |  |  | – |  |  |  | – |  |  |  | – |  |  |  | 571,328 |
Accrued interest |  |  | 89,472 |  |  |  | 456,800 |  |  |  | – |  |  |  | – |  |  |  | 546,272 |
Other accrued expenses and other liabilities |  |  | 1,697,714 |  |  |  | – |  |  |  | – |  |  |  | – |  |  |  | 1,697,714 |
Amounts payable to officers |  |  | 156,358 |  |  |  | – |  |  |  | – |  |  |  | – |  |  |  | 156,358 |
Rent liability for facilities no longer occupied |  |  | 1,121,495 |  |  |  | – |  |  |  | – |  |  |  | – |  |  |  | 1,121,495 |
Notes payable |  |  | 1,867,002 |  |  |  | 665,000 |  |  |  | – |  |  |  | – |  |  |  | 2,532,002 |
Obligation to issue stock for transfer of liabilities |  |  | 1,854,743 |  |  |  | – |  |  |  | – |  |  |  |  |  |  |  | 1,854,743 |
Total current liabilities |  |  | 8,878,318 |  |  |  | 1,121,975 |  |  |  | – |  |  |  | – |  |  |  | 10,000,293 |
Deferred tax liability |  |  | 3,000,576 |  |  |  | – |  |  |  | – |  |  |  | 697,880 |  | (e) |  | 3,698,456 |
Total long-term liabilities |  |  | 3,000,576 |  |  |  | – |  |  |  | – |  |  |  | 697,880 |  |  |  | 3,698,456 |
Commitments and contingencies |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Shareholders' deficit |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Series C 10% Preferred Stock, $0.001 par value: 1,000,000 shares authorized, 0 shares issued and outstanding |  |  | – |  |  |  | – |  |  |  | – |  |  |  | – |  |  |  | – |
Series D 10% Preferred Stock, $0.001 par value: 500,000 shares authorized, 0 shares issued and outstanding |  |  | – |  |  |  | – |  |  |  | – |  |  |  | – |  |  |  | – |
Series E 5% Preferred Stock, $0.001 par value: 10,000 shares authorized, 0 shares issued and outstanding |  |  | – |  |  |  | – |  |  |  | – |  |  |  | – |  |  |  | – |
Common stock |  |  | 5,814 |  |  |  | 7,839 |  |  |  | 5,625 |  |  |  | (10,744 | ) | (f) |  | 8,534 |
Additional paid-in capital |  |  | 67,390,493 |  |  |  | 7,524,343 |  |  |  | 94,375 |  |  |  | 368,803 |  | (g) |  | 75,378,014 |
Accumulated deficit |  |  | (60,937,550 | ) |  |  | (7,617,916 | ) |  |  | (100,000 | ) |  |  | 7,717,916 |  | (h) |  | (60,937,550 | )
Total shareholders' deficit |  |  | 6,458,757 |  |  |  | (85,734 | ) |  |  | – |  |  |  | 8,075,975 |  |  |  | 14,448,998 |
Non-controlling interest/(deficit) |  |  | 6,401 |  |  |  | – |  |  |  | – |  |  |  | – |  |  |  | 6,401 |
Total shareholders' deficit |  |  | 6,465,158 |  |  |  | (85,734 | ) |  |  | – |  |  |  | 8,075,975 |  |  |  | 14,455,399 |
Total liabilities and shareholders' deficit |  | $ | 18,344,052 |  |  | $ | 1,036,241 |  |  | $ | – |  |  | $ | 8,773,855 |  |  | $ | 28,154,148 |
(a) | Assumes the mergers with Paloma and VasculoMedics occurred on December 31, 2013.
(b) | To eliminate investment by Paloma in VasculoMedics upon the mergers.
(c) | Total consideration for the acquisition of Paloma was $8,307,534, which includes $7,000,000 for the value of the 2,500,000 shares of stock issued at a value of $2.80 a share upon entering into the merger on February 25, 2014 plus $1,121,800 for debt assumed by the Company plus $185,734 in negative net assets required. There has not been a valuation of the intangible assets of Paloma performed by a third party, but for these purposes, the Company has assumed that 30% of the total consideration is allocated to intangible assets and 70% is allocated to goodwill. Using this assumption, $5,815,274 of the consideration to Paloma was allocated to goodwill and $2,492,260 was allocated to intangible assets. This assumed allocation of $2,492,260 was reduced by the $747,559 value on Paloma’s balance sheet for a net adjustment of $1,744,701. The Company plans to have a valuation of the intangible assets of Paloma performed by a third party and when that occurs, the allocation may change from the assumption used herein.
(d) | As noted above, $5,815,274 of the consideration paid to Paloma was allocated to goodwill. The consideration paid for the merger with VasculoMedics was $616,000 for the 220,000 shares issued at $2.80, which was the market price of the Company’s common stock when the merger agreement was executed on February 25, 2014. All of the consideration to VasculoMedics was allocated to goodwill, resulting in a total increase of $7,129,154 for goodwill, including $697,880 for the deferred tax liability.
(e) | As noted above, there was a net gain on the intangible assets of $1,744,701, which is tax effected at 40% to arrive at the deferred tax liability of 697,880. The deferred tax liability will change if the third party valuation of intangible assets differs from the 30% allocation used herein.
(f) | Eliminates $7,839 for common stock of Paloma and $5,625 for VasculoMedics and adds $2,500 for the par value of the 2,500,000 shares issued for the merger with Paloma and $220 for the par value of the 220,000 shares issued for the merger with VasculoMedics.
(g) | Eliminates $7,524,343 for the additional paid-in capital at Paloma and $94,375 at VasculoMedics and adds $6,997,500 for the additional paid-in capital for the shares issued for the merger with Paloma and $615,780 for the additional paid-in capital for the shares issued for the merger with VasculoMedics along with $374,241 for the net adjustments required to balance the impacts of the mergers with Paloma and VasculoMedics.
(h) | Eliminates the accumulated deficit of $7,617,916 at Paloma and $100,000 at VasculoMedics and adds the $1,764,731of expenses associated with employment agreements for Canterbury and Paloma executives that would be incurred from January 1, 2012, along with $1,407,234 in expenses related to amortizing the value of intangible assets at Canterbury. The $2,492,260 of intangible assets at Paloma would not be subject to amortization since the primary patent has not been issued as of the date of this report.
The following pro forma financial information has been prepared as if the mergers with Canterbury, Hygeia, Paloma and VasculoMedics occurred on January 1, 2013. The information in these pro forma financials for Paloma and VasculoMedics has been derived from the unaudited financial statements for Paloma and VasculoMedics for the year ended December 31, 2013. The information in these pro forma financials for Stratus has been derived from the audited financial statements for the year ended December 31, 2013. RestorGenex Corporation and Paloma Pharmaceuticals Inc. Pro Forma Income Statements For the Year Ended December 31, 2013
|  | Year Ended December 31, 2013 (a) |
|  |  |  |  |  |  |  |  |  |  | Pro Forma Adjustments for |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  | Canterbury |  |  | Other |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  | and |  |  | Pro Forma |  |  | Pro Forma |
|  | RestorGenex |  |  | Paloma |  |  | VasculoMedics |  |  | Hygeia (b) |  |  | Adjustments |  |  | Combined |
|  |  | (Audited) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Revenues |  | $ | 71,667 |  |  | $ | – |  |  | $ | – |  |  | $ | 127,167 |  |  | $ | – |  |  | $ | 198,834 |
Cost of revenues |  |  | – |  |  |  | – |  |  |  | – |  |  |  | 89,387 |  |  |  | – |  |  |  | 89,387 |
Gross profit |  |  | 71,667 |  |  |  | – |  |  |  | – |  |  |  | 37,780 |  |  |  | – |  |  |  | 109,447 |
Operating expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
General, administrative, research and development |  |  | 2,008,118 |  |  |  | 411,514 |  |  |  | – |  |  |  | 265,260 |  |  |  | 848,732 | (c) |  |  | 3,533,624 |
Impairment of intangible assets |  |  | 1,935,621 |  |  |  | – |  |  |  | – |  |  |  | – |  |  |  | – |  |  |  | 1,935,621 |
Warrants, options and stock |  |  | 4,228,317 |  |  |  | – |  |  |  | – |  |  |  | – |  |  |  | – |  |  |  | 4,228,317 |
Fair value of common stock exchanged for warrants |  |  | 3,069,792 |  |  |  | – |  |  |  | – |  |  |  | – |  |  |  | – |  |  |  | 3,069,792 |
Legal and professional services |  |  | 1,071,392 |  |  |  | 44,264 |  |  |  | – |  |  |  | 326,646 |  |  |  | – |  |  |  | 1,442,302 |
Depreciation and amortization |  |  | 675,757 |  |  |  | 2,977 |  |  |  | – |  |  |  | 14,781 |  |  |  | 659,958 | (d) |  |  | 1,353,473 |
Total operating expenses |  |  | 12,988,997 |  |  |  | 458,755 |  |  |  | – |  |  |  | 606,687 |  |  |  | 1,508,690 |  |  |  | 15,563,129 |
Loss from operations |  |  | (12,917,330 | ) |  |  | (458,755 | ) |  |  | – |  |  |  | (568,907 | ) |  |  | (1,508,690 | ) |  |  | (15,453,682 | )
Other (income)/expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
(Gain)/loss on adjustments to fair value of derivative liability |  |  | (8,980,077 | ) |  |  | – |  |  |  | – |  |  |  | – |  |  |  | – |  |  |  | (8,980,077 | )
Gain on extinguishment of derivative liability |  |  | (1,183,093 | ) |  |  | – |  |  |  | – |  |  |  | – |  |  |  | – |  |  |  | (1,183,093 | )
Other (income)/expenses |  |  | (524,505 | ) |  |  | (85,881 | ) |  |  | – |  |  |  | – |  |  |  | – |  |  |  | (610,386 | )
Interest expense |  |  | 228,294 |  |  |  | 119,700 |  |  |  | – |  |  |  | 20,267 |  |  |  | – |  |  |  | 368,261 |
Total other (income)/expenses |  |  | (10,459,381 | ) |  |  | 33,819 |  |  |  | – |  |  |  | 20,267 |  |  |  | – |  |  |  | (10,405,295 | )
Net loss |  |  | (2,457,949 | ) |  |  | (492,574 | ) |  |  | – |  |  |  | (589,174 | ) |  |  | (1,508,690 | ) |  |  | (5,048,387 | )
Net loss attributed to non-controlling interests |  |  | (6,401 | ) |  |  | – |  |  |  | – |  |  |  | – |  |  |  | – |  |  |  | (6,401 | )
Net loss attributed to RestorGenex Corporation |  |  | (2,464,350 | ) |  |  | (492,574 | ) |  |  | – |  |  |  | (589,174 | ) |  |  | (1,508,690 | ) |  |  | (5,054,788 | )
Preferred dividends |  |  | 171,625 |  |  |  | – |  |  |  | – |  |  |  | – |  |  |  | – |  |  |  | 171,625 |
Net income/(loss) attributable to RestorGenex Corporation common shareholders |  | $ | (2,635,975 | ) |  | $ | (492,574 | ) |  | $ | – |  |  | $ | (589,174 | ) |  | $ | (1,508,690 | ) |  | $ | (5,226,413 | )
Basic and diluted earnings per share |  | $ | (1.00 | ) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | (0.82 | )
Basic and fully-diluted weighted average shares outstanding |  |  | 2,646,603 |  |  |  |  |  |  |  |  |  |  |  | 1,014,623 | (e) |  |  | 2,720,000 | (f) |  |  | 6,381,226 |
(a) | Assumes the mergers with Canterbury, Hygeia, Paloma and VasculoMedics occurred on January 1, 2013.
(b) | Results of operations for Canterbury and Hygeia from January 1, 2013 to November 18, 2013, when the mergers were closed.
(c) | Adds the $848,732 of expenses associated with employment agreements for Canterbury and Paloma executives that would be incurred from January 1, 2013.
(d) | Adds $659,958 of additional amortization for intangible assets at Canterbury that would be incurred if amortization began on January 1, 2013 rather than the November 18, 2013 merger date.
(e) | Impact on weighted average shares if the 1,150,116 shares issued for the mergers with Canterbury and Hygeia were outstanding for the full year.
(f) | Impact on weighted average shares if the 2,500,000 shares issued for the Paloma merger and the 220,000 shares issued for the VasculoMedics merger were outstanding for the full year.
The following pro forma financial information has been prepared as if the mergers with Canterbury, Hygeia, Paloma and VasculoMedics occurred on January 1, 2012. The information in these pro forma financials for Paloma and VasculoMedics has been derived from the unaudited financial statements for Paloma and VasculoMedics for the year ended December 31, 2012. The information in these pro forma financials for Stratus has been derived from the audited financial statements for the year ended December 31, 2012.
|  | Year Ended December 31, 2012 (a) |
|  | RestorGenex |  |  | Paloma |  |  | VasculoMedics |  |  | Canterbury and Hygeia |  |  | Pro Forma Adjustments |  |  | Pro Forma Combined |
|  |  | (Audited) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Revenues |  | $ | 374,542 |  |  | $ | – |  |  | $ | – |  |  | $ | 246,731 |  |  | $ | – |  |  | $ | 621,273 |
Cost of revenues |  |  | 235,803 |  |  |  | – |  |  |  | – |  |  |  | 123,374 |  |  |  | – |  |  |  | 359,177 |
Gross profit |  |  | 138,739 |  |  |  | – |  |  |  | – |  |  |  | 123,357 |  |  |  | – |  |  |  | 262,096 |
Operating expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
General, administrative, research and development |  |  | 4,570,161 |  |  |  | 501,652 |  |  |  | – |  |  |  | 324,261 |  |  |  | 916,000 |  | (b) |  | 6,312,074 |
Impairment of intangible assets |  |  | 1,423,844 |  |  |  | – |  |  |  | – |  |  |  | – |  |  |  | – |  |  |  | 1,423,844 |
Warrants, options and stock |  |  | 3,643,662 |  |  |  | – |  |  |  | – |  |  |  | – |  |  |  | – |  |  |  | 3,643,662 |
Fair value of common stock exchanged for warrants |  |  | – |  |  |  | – |  |  |  | – |  |  |  | – |  |  |  | – |  |  |  | – |
Legal and professional services |  |  | 2,128,898 |  |  |  | 51,681 |  |  |  | – |  |  |  | 77,965 |  |  |  | – |  |  |  | 2,258,544 |
Depreciation and amortization |  |  | 164,043 |  |  |  | 3,438 |  |  |  | – |  |  |  | 17,196 |  |  |  | (747,276 | ) | (c) |  | (562,599 | )
Total operating expenses |  |  | 11,930,608 |  |  |  | 556,771 |  |  |  | – |  |  |  | 419,422 |  |  |  | 168,724 |  |  |  | 13,075,525 |
Loss from operations |  |  | (11,791,869 | ) |  |  | (556,771 | ) |  |  | – |  |  |  | (296,065 | ) |  |  | (168,724 | ) |  |  | (12,813,429 | )
Other (income)/expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Fair value of derivative liabilities in excess of proceeds |  |  | 408,501 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 408,501 |
(Gain)/loss on adjustments to fair value of derivative liability |  |  | (6,907,748 | ) |  |  | – |  |  |  | – |  |  |  | – |  |  |  | – |  |  |  | (6,907,748 | )
Other (income)/expenses |  |  | 379,188 |  |  |  | (182,200 | ) |  |  | – |  |  |  | – |  |  |  | – |  |  |  | 196,988 |
Present value of remaining lease payments for facilities no longer occupied |  |  | 1,010,111 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 1,010,111 |
Interest expense |  |  | 167,894 |  |  |  | 150,069 |  |  |  | – |  |  |  | – |  |  |  | – |  |  |  | 317,963 |
Total other (income)/expenses |  |  | (4,942,054 | ) |  |  | (32,131 | ) |  |  | – |  |  |  | – |  |  |  | – |  |  |  | (4,974,185 | )
Net loss |  |  | (6,849,815 | ) |  |  | (524,640 | ) |  |  | – |  |  |  | (296,065 | ) |  |  | (168,724 | ) |  |  | (7,839,244 | )
Net loss attributed to non-controlling interests |  |  | (19,079 | ) |  |  | – |  |  |  | – |  |  |  | – |  |  |  | – |  |  |  | (19,079 | )
Net loss attributed to RestorGenex Corporation |  |  | (6,868,894 | ) |  |  | (524,640 | ) |  |  | – |  |  |  | (296,065 | ) |  |  | (168,724 | ) |  |  | (7,858,323 | )
Preferred dividends |  |  | 497,167 |  |  |  | – |  |  |  | – |  |  |  | – |  |  |  | – |  |  |  | 497,167 |
Net income/(loss) attributable to RestorGenex Corporation common shareholders |  | $ | (7,366,061 | ) |  | $ | (524,640 | ) |  | $ | – |  |  | $ | (296,065 | ) |  | $ | (168,724 | ) |  | $ | (8,355,490 | )
Basic and diluted earnings per share |  | $ | (8.16 | ) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | (1.75 | )
Basic weighted average shares outstanding |  |  | 903,139 |  |  |  | 2,500,000 |  | (d) |  | 220,000 |  | (d) |  | 1,150,116 |  | (d) |  | – |  |  |  | 4,773,255 |
Fully-diluted weighted average shares outstanding |  |  | 1,121,987 |  |  |  | 2,500,000 |  | (d) |  | 220,000 |  | (d) |  | 1,150,116 |  | (d) |  | – |  |  |  | 4,992,103 |
(a) | Assumes the mergers with Canterbury, Hygeia, Paloma and VasculoMedics occurred on January 1, 2012.
(b) | Adds the $916,000 of expenses associated with employment agreements for Canterbury and Paloma executives that would be incurred from January 1, 2012.
(c) | Adds $747,276 of additional amortization for intangible assets at Canterbury that would be incurred if amortization began on January 1, 2012.
(d) | Impact on weighted average shares if the shares issued for the mergers with Canterbury, Hygeia, Paloma and VasculoMedics were outstanding for the full year.
Issuance of Additional Shares Subsequent to December 31, 2013, the Company issued 150,000 shares to the Financial Firm who assumed certain liabilities of the Company as described in footnote 13 above. Employment Agreements Subsequent to December 31, 2013, On March 5, 2014, the Company entered into an Employment Agreement with Stephen M. Simes (the “Simes Employment Agreement”) pursuant to which Mr. Simes was appointed Chief Executive Officer of the Company. The Simes Employment Agreement is for an initial term of three years, subject to extension as provided therein. Mr. Simes is to receive a base salary at an annual rate of $425,000 with at least annual review and base salary increases as approved by the Board of Director or its Compensation Committee. He will have the opportunity to earn a bonus with respect to each year during his employment based upon achievement of performance objectives set by the Board or the Compensation Committee after consultation with Mr. Simes with a target bonus opportunity of 60% of base salary for each year. He also has received an initial grant of options to purchase 500,000 shares at an exercise price of $2.50 which will vest quarterly over the initial three-year term of his employment. In connection with the closing of the mergers with Paloma and VasculoMedics, RestorGenex Corporation entered into an employment agreement on March 31, 2014 with David Sherris, Ph.D. on pursuant to which Dr. Sherris was appointed Chief Scientific Officer of the Company and President of the Company’s Paloma/VasculoMedics divisions. Under the agreement, he is to be employed for an initial period of three years. During the term he is to receive a base salary of $345,000 and is eligible for a bonus of up to 50% of his base salary upon meeting certain milestones established by the Board of Directors or Compensation Committee upon consultation with Dr. Sherris. Dr. Sherris is also eligible for grants under the Company’s Incentive Compensation Plan.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References No definition available. + Details
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