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Stockholders' Equity

9 Months Ended

Sep. 30, 2017

Equity [Abstract]

Stockholders' Equity

Note 2. Stockholders’ Equity.

Recent Issuances of Common Stock

On February 24, 2017, Publicis Groupe 90 (“Publicis 90”) invested 500,000 Euros or approximately U$526,000 and the Registrant accepted a Reg S Subscription Agreement from Publicis 90 in consideration for the issuance to Publicis 90 of 1,315,563 restricted shares of the Registrant’s common stock at a subscription price of $0.40 per share. The issuance was made in reliance upon the exemptions provided in Section 4(2) of the Securities Act of 1933, as amended (the “Act”) and Regulation S promulgated by the SEC under the Act.

On April 25, 2017, a holder of a convertible note in the principal amount of $100,000 converted $10,400 into 74,572, shares based on an adjusted conversion price of $0.14. The conversion price was adjusted on March 22, 2017 pursuant to the provisions of the 2016 Secured Convertible Note Agreement.

On June 12, 2017, certain warrant holders holding 1,100,000 Class A Warrants and 1,100,000 Class B Warrants, elected to exercise certain warrants on a cashless basis. In accordance with the 2016 Secured Convertible Note Agreement the Class A warrants and Class B warrants were increased to 5,665,626 each, based on an adjusted share price of $0.14 per share and 3,451,490 Class B Warrants were converted to 1,096,395 shares at $0.14 per share. The exercise price and amount of shares issued were adjusted on March 22, 2017.

On June 12, 2017, the Company completed the issuance of 125,000 shares of the Company’s common stock to Alpha Anstalt Capital (“Alpha”) pursuant to the Company’s agreement with Alpha in the prior year.

In July and August 2017, the Company received a total of $80,000 from two accredited investors, for which the Company will issue a total of 571,429 restricted shares of its common stock (the “Shares”) at a price of $0.14 per Share, representing total proceeds to the Registrant of $80,000.

Employee Stock Options

A summary of the Company’s activity related to options to employees, executives and directors and related information is as follows:

		For the nine month period ended September 30, 2017
		Number of Options				Weighted Average Exercise Price ($)				Aggregate Intrinsic Value ($)
Outstanding at December 31, 2016			4,405,552				0.11				-
Granted			-				-				-
Exercised			-				-				-
Forfeited			(2,206,488	)			0.28				-
Outstanding at September 30, 2017			2,199,064				0.10				0
Options exercisable at end of period			1,741,150				0.10				0

The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the fair market value of the Company’s common shares on September 30, 2017 and the exercise price, multiplied by the number of in-the-money stock options on those dates) that would have been received by the stock option holders had all stock option holders exercised their stock options on those dates.

The stock options outstanding as of September 30, 2017 have been separated into exercise prices, as follows:

Exercise Price ($)				Stock options outstanding				Weighted average remaining contractual life - years				Stock options exercisable

	0.2				1,055,000				8.50				998,750
	(*)				1,144,064				8.75				742,400
					2,199,064				8.75				1,741,150

(*) Less than $0.01.

Compensation expense recorded by the Company in respect of its stock-based employee compensation awards in accordance with ASC 718-10 for the three and nine month periods ended September 30, 2017, were $13,845 and $72,495, respectively (three and nine month periods ended September 30, 2016 – 371,515 and $2,766,823, respectively).