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Note 17 - Stockholders' Equity | 9 Months Ended
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Sep. 30, 2020
Notes to Financial Statements |
Stockholders' Equity Note Disclosure [Text Block] |
17. | 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 September 30, 2020, 100,000 shares of preferred stock have been designated as Series A- 1 Convertible Preferred Stock and 105,000 shares of preferred stock have been designated as Series B- 1 Convertible Preferred Stock. There was no preferred stock outstanding as of September 30, 2020 or December 31, 2019. Warrants Securities Purchase Agreement dated November 13, 2014: As part of 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 warrants to purchase 996,877 shares of common stock. The warrants expired in November 2019. Securities Purchase Agreement dated September 23, 2015: On September 23, 2015, the Company issued warrants (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 had a term of five years. The 2015 Warrants expired in September 2020. The 2015 Warrants had a "full ratchet" anti-dilution adjustment provision which could be triggered in the event the Company sold or granted any additional shares of common stock, options, warrants or other securities that were convertible into common stock at a price lower than $3.60 per share. The anti-dilution was 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. Anti-dilution adjustments were triggered as follows:
1. | On August 24, 2018 the Company issued warrants to certain investors 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 to 166,668 shares, and the exercise price was reduced from $3.60 to $1.50 per share.
2. | On February 14, 2020, the February 2020 Note was issued at a conversion price of $1.15 that triggered the anti-dilution provisions included in these warrants. In addition, the amendments to the Original Note reduced the conversion price of the Original 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.
Referral Fees: During the second quarter of 2020, the Company issued a warrant to purchase 125,000 shares of common stock to an investor in payment for a business referral valued at $94,655. During the third quarter of 2020, the Company issued a warrant to purchase 25,000 shares of common stock to a former employee for a business referral valued at $12,921. Common Stock On March 30, 2020, the Company issued 972,000 shares of common stock for warrants that were exercised at $1.50, resulting in proceeds of $1,458,000 to the Company. On April 2, 2020, the Company issued 6,850 shares of common stock to its directors in payment of meeting fees valued at $5,001. On May 12, 2020, the Company issued 7,077 shares of common stock to its directors in payment of meeting fees valued at $7,003. On May 14, 2020, the Company issued 1,632 shares of common stock to its directors in payment of committee meeting fees valued at $1,501. On June 8, 2020, the Company issued 1,581 shares of common stock to its directors in payment of committee meeting fees valued at $1,502. On July 23, 2020, the Company completed an underwritten public offering of shares of common stock and warrants resulting in net proceeds of approximately $22.7 million, after deducting underwriting discounts and commissions and estimated offering expenses. 34,114,500 shares of common stock were issued as a result of this offering, and a further 6,364,300 shares of common stock were issued upon the exercise of 4,100,000 prefunded warrants and 2,264,300 warrants exercised in conjunction with the offering. 10,328 shares of common stock were issued during the quarter ended September 30, 2020 in payment of board and board committee fees valued at $7,003. See Note 14 - Convertible Notes Payable for common stock issuances related to conversion of convertible notes payable and shares of common stock issued for fees in connection with the agreements. Issuances of Nonvested Stock Nonvested stock consists of shares of common stock that are subject to restrictions on transfer and risk of forfeiture until the fulfillment of specified conditions. The fair value of nonvested shares is determined based on the market price of the Company's common stock on the grant date. Nonvested stock is expensed ratably over the term of the restriction period. The Company issued 306,000 shares of restricted common stock during the quarter ended September 30, 2020 to certain employees and directors of the Company. These shares vest in equal annual installments over a three -year period from the date of grant, and had a fair value on the date of issuance of $198,900. Nonvested stock compensation for the three months ended September 30, 2020 was $3,427. Issuances of Stock Options On April 2, 2020, the Company issued a stock option to a new employee to purchase 5,000 shares of common stock with a three -year vesting period, seven year term, and exercise price of $0.73 per share. The fair value of the option at date of issuance was estimated on the date of grant at $2,267 using the Black-Scholes option-pricing model with the following assumptions: risk free interest rate: 0.36%, expected life of options in years: 4.5, expected dividends: 0, volatility of stock price: 83%. 197,500 options were granted during the quarter ended September 30, 2020. These options vest in three equal annual installments on each of the three anniversaries of the date of grant period, have seven year terms, and a weighted average exercise price of $0.65. The fair value of the options at date of issuance was estimated on the date of grant at $80,093 using the Black-Scholes option-pricing model with the following assumptions: risk free interest rate: 0.28%, expected life of options in years: 4.53, expected dividends: 0, volatility of stock price: 83%.

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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://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(e)(1)) -URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770 Reference 3: 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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