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Note 13 - Stockholders' Equity | 6 Months Ended
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Jun. 30, 2019
Notes to Financial Statements |
Stockholders' Equity Note Disclosure [Text Block] |
13. | STOCKHOLDERS’ EQUITY
Preferred Stock Within the limits and restrictions provided in the Company’s Certificate of Incorporation, the Board of Directors has the authority, without further action by the shareholders, to issue up to 5,000,000 shares of preferred stock, $.0001 par value per share, in one or more series, and to fix, as to any such series, any dividend rate, redemption price, preference on liquidation or dissolution, sinking fund terms, conversion rights, voting rights, and any other preference or special rights and qualifications. As of June 30, 2019, 100,000 shares of preferred stock have been designated as Series A- 1 Convertible Preferred Stock, of which 90,000 were issued in 2015 and 0 remain outstanding, and 105,000 shares of preferred stock have been designated as Series B- 1 Convertible Preferred Stock, of which 105,000 were issued in 2015 and 0 remain outstanding. Series A- 1 Convertible Preferred Stock On October 22 and 29, 2015, the Company issued 84,500 shares of Series A- 1 Convertible Preferred Stock at a purchase price of $100.00 per share, for aggregate gross proceeds of $8,450,000. On November 11, 2015, 5,500 additional shares of Series A- 1 Convertible Preferred Stock were issued at a purchase price of $100.00 per share, for gross cash proceeds of $550,000. Between September 22, 2017 and May 31, 2018, the holder of the Series A- 1 Stock converted all shares of Series A- 1 Stock into an aggregate of 2,500,000 shares of common stock and purchased an aggregate of 248,893 shares of common stock in consideration of the conversion of $896,015 of accrued dividends payable on the Series A- 1 Stock. As a result of the forgoing conversions, as of June 30, 2019 there are no longer any issued and outstanding shares of Series A- 1 Stock. Overall balances and conversion of Series A- 1 shares and accrued dividends into common stock has been as follows:
|  | Series A-1 |  |  | Accrued Dividends |
Balance – January 1, 2017 |  |  | 90,000 |  |  | $ | 270,000 |
Accrual of dividends – Q1 2017 |  |  | - |  |  |  | 135,000 |
Accrual of dividends – Q2 2017 |  |  | - |  |  |  | 135,000 |
Accrual of dividends – Q3 2017 |  |  | - |  |  |  | 135,000 |
Conversion into common stock – September 2017 |  |  | - |  |  |  | (540,000 | )
Conversion into common stock – October 2017 |  |  | (27,404 | ) |  |  | - |
Accrual of dividends – Q4 2017 |  |  |  |  |  |  | 101,658 |
Balance – December 31, 2017 |  |  | 62,596 |  |  | $ | 236,658 |
Accrual of dividends – Q1 2018 |  |  | - |  |  |  | 93,894 |
Conversion into common stock – April 2018 |  |  | (39,088 | ) |  |  | (330,552 | )
Accrual of dividends – Q2 2018 (until final conversion) |  |  | - |  |  |  | 25,463 |
Conversion into common stock – May 2018 |  |  | (23,508 | ) |  |  | (25,463 | )
Balance – December 31, 2018 |  |  | - |  |  | $ | - |
Series B- 1 Convertible Preferred Stock On November 11, 2015, the Company issued 105,000 shares of Series B- 1 Convertible Preferred Stock at a purchase price of $100.00 per share, for gross proceeds of $10,500,000. Between March 23, 2018 and May 23, 2018, holders of shares of Series B- 1 Stock converted all shares of Series B- 1 Stock into an aggregate of 2,916,668 shares of common stock and purchased an aggregate of 131,229 shares of common stock in consideration of the conversion of $472,426 of accrued dividends payable on the Series B- 1 Stock. As a result of the forgoing conversions, as of June 30, 2019 there are no longer any issued and outstanding shares of Series B- 1 Stock. Overall balances and conversion of Series B- 1 shares and accrued dividends into common stock has been as follows:
|  | Series B-1 |  |  | Accrued Dividends |
Balance – January 1, 2017 |  |  | 105,000 |  |  | $ | 131,250 |
Accrual of dividends – Q1 2017 |  |  | - |  |  |  | 65,625 |
Accrual of dividends – Q2 2017 |  |  | - |  |  |  | 65,625 |
Accrual of dividends – Q3 2017 |  |  | - |  |  |  | 65,625 |
Accrual of dividends – Q4 2017 |  |  | - |  |  |  | 65,625 |
Balance – December 31, 2017 |  |  | 105,000 |  |  |  | 393,750 |
Conversion into common stock – March 2018 |  |  | (60,420 | ) |  |  | (417,084 | )
Accrual of dividends – Q1 2018 |  |  | - |  |  |  | 62,268 |
Accrual of dividends – Q2 2018 (until final conversion) |  |  | - |  |  |  | 16,408 |
Conversion into common stock – May 2018 |  |  | (44,580 | ) |  |  | (55,342 | )
Balance – December 31, 2018 |  |  | - |  |  | $ | - |
Common Stock On March 21 and 28, 2019, the Company issued 13,820 shares of common stock to its directors in payment of board and board committee fees valued at $16,506. On May 14, 2019, the Company issued 4,235 shares of common stock to its directors in payment of committee and board fees, valued at $5,505. See Note 10 for common stock issued as commitment fees for notes payable in the quarter. Securities Purchase Agreement dated November 13, 2014 Pursuant to a Securities Purchase Agreement, dated November 13, 2014, by and between the Company and a number of private and institutional investors, the Company issued to certain private investors 664,584 shares of common stock and warrants to purchase an additional 996,877 shares of common stock for aggregate gross proceeds of $1,595,000. The warrants have a term of five years and an initial exercise price of $3.60 per share, and have been fully exercisable since February 2015. The warrants have customary anti-dilution protections including a “full ratchet” anti-dilution adjustment provision which are triggered in the event the Company sells or grants any additional shares of common stock, options, warrants or other securities that are convertible into common stock at a price lower than $3.60 per share, The anti-dilution adjustment provision is not triggered by certain “exempt issuances” which among other issuances, includes the issuance of shares of common stock, options or other securities to officers, employees, directors, consultants or service providers. On August 24, 2018 the Company issued Common Stock and Warrants to investors at a purchase price of $1.50 per unit which triggered the anti-dilution protection provision under this Securities Purchase Agreement. Due to this provision, the total number of outstanding and fully vested warrants was increased from 996,877 to 2,392,502, and the exercise price was reduced from $3.60 to $1.50 per share. The Company recognized a non-cash deemed dividend of $1,288,139 in 2018 in connection with these adjustments. Securities Purchase Agreement dated September 23, 2015 On September 23, 2015, the Company issued a warrant to purchase 69,445 shares of common stock in connection with the issuance of a promissory note. The warrants are immediately exercisable at an initial exercise price of $3.60 per share and have a term of five years. The warrants have customary anti-dilution protections including a "full ratchet" anti-dilution adjustment provision which are triggered in the event the Company sells or grants any additional shares of common stock, options, warrants or other securities that are convertible into common stock at a price lower than $3.60 per share. The anti-dilution adjustment provision is not triggered by certain "exempt issuances" which among other issuances, includes the issuance of shares of common stock, options or other securities to officers, employees, directors, consultants or service providers. On August 24, 2018 the Company issued Common Stock and Warrants to the investors at a purchase price of $1.50 per unit which triggered the anti-dilution protection provision under this Securities Purchase Agreement. Due to this provision, the total number of outstanding and fully vested warrants was increased from 69,445 to 166,668, and the exercise price was reduced from $3.60 to $1.50 per share. The Company recognized a non-cash deemed dividend of $140,827 in 2018 in connection with these adjustments. Issuances of Stock Options No options were granted during the quarter ended June 30, 2019. During the six months ending June 30, 2019, the Company issued options to purchase 235,334 shares of common stock to certain officers, employees, and contractors. The options have a three year vesting period, seven year term, and exercise price of $1.18. The fair value of the options at date of issuance was estimated on the date of grant at $243,643 using the Black-Scholes option-pricing model with the following assumptions: risk free interest rate: 2.35%, expected life of options in years: 4.5, expected dividends: 0, volatility of stock price: 143%.

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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
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