14.	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

March 31, 2020,

100,000

shares of preferred stock have been designated as Series A-

Convertible Preferred Stock and

105,000

shares of preferred stock have been designated as Series B-

Convertible Preferred Stock. There was

preferred stock outstanding as of

March 31, 2020

December 31, 2019.

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 expired in

November 2019.

Securities Purchase Agreement dated

September 23, 2015

September 23, 2015,

the Company issued a warrant (the

“2015

Warrants”) to purchase

69,445

shares of common stock in connection with the issuance of a promissory note. The warrants were immediately exercisable at an initial exercise price of

$3.60

per share and have a term of

five

years.

The

2015

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.

August 24, 2018

the Company issued common stock and warrants to certain investors at a purchase price of

$1.50

per unit which triggered the anti-dilution provisions included in the

2015

Warrants. As a result, the number of shares of common stock issuable upon the full exercise of the

2015

Warrants was increased from

69,445

166,668

shares, and the exercise price was reduced from

$3.60

$1.50

per share.

February 14, 2020,

the

February 2020

Note was issued a conversion price of

$1.15

that triggered the anti-dilution provisions included in these warrants. Also, the amendments to the Original Note reduced the conversion price of such note to

$0.65

which also triggered the anti-dilution provision of the

2015

Warrants. As a result of the forgoing transactions, the number of shares of common stock issuable upon the full exercise of the

2015

Warrants increased to

384,618,

the exercise was reduced to

$0.65

per share, and the Company recorded a non-cash deemed dividend in amount of

$41,688.

Common Stock

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.

There were

shares of common stock issued in payment of board and board commitment fees in the

three

months ended

March 31, 2020.

Issuances of Stock Options

March 21, 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 Company did

not

issue any options in the

three

months ended

March 31, 2020.