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Note 8 - Stockholders' Deficit | 12 Months Ended
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Dec. 31, 2020
Equity [Abstract] |
Stockholders' Deficit | Common Stock The following were transactions during the year ended December 31, 2020: Issuance of Common Stock upon conversion of notes payable During the year ended December 31, 2020, the Company issued 511,879 shares of common stock upon conversion of $1,740,000 in principal and interest on convertible notes payable. Issuance of Common Stock for services During the year ended December 31, 2019, the Company issued 920,588 shares of common stock with a fair value of $5,309,000 to officers of the Company for services rendered. Issuance of Common Stock for legal settlements During the year ended December 31, 2020, the Company issued 262,353 shares of common stock pursuant to Settlement Agreements with a fair value of $2,246,000. The common shares were valued on the market price at the date of grant. Issuance of Common Stock upon exercise of warrants During the year ended December 31, 2020, the Company issued 239,706 shares of common stock upon cashless exercise of warrants. The following were transactions during the year ended December 31, 2019: Issuance of Common Stock for settlement of debt During the year ended December 31, 2019, the Company issued a total 204,954 shares of common stock upon conversion of $1,361,000 in principal and interest on senior convertible notes. Issuance of Common Stock for services During the year ended December 31, 2019, the Company issued 920,588 shares of common stock with a fair value of $5,309,000 to officers of the Company for services rendered. Preferred Stock
A. | Series J Preferred Stock
On September 1, 2017, the Board designated 2,000,000 shares of Series J preferred stock (the “Series J Preferred Stock”). On the same day, the Board issued 1,513,548 shares of Series J Preferred Stock in exchange for the cancellation of certain indebtedness. In the first quarter of 2019, it was discovered that a certificate of designation with respect to the Series J Preferred Stock had never been filed with the Office of the Secretary of State for the State of Delaware. Despite the fact the Company had issued shares of Series J Preferred Stock, the issuance of those shares was not valid and was of no legal effect. To remedy the situation, on April 4, 2019, the Company filed a certificate of designation with the Office of the Secretary State for the State of Delaware designating a series of preferred stock as the Series J-1 preferred stock, par value $0.01 per share (the “Series J-1 Preferred Stock”). On April 19, 2019, the Company issued 840,000 shares of Series J-1 Preferred Stock. The issuance was in lieu of the Series J Preferred Stock that should have been issued on September 1, 2017, and in settlement for not receiving preferred stock until 20 months after the debt for which the stock was issued was cancelled. The Company reflected the fair value of this Series J Preferred stock of $1,140,000 as part of general and administrative costs in fiscal 2019. Shares of the Series J-1 Preferred Stock are convertible at any time, at the option of the holders, into shares of the Company’s common stock at an effective conversion price of $3.40 per share, subject to adjustment for, among other things, stock dividends, stock splits, combinations, reclassifications of our capital stock and mergers or consolidations, and subject to a beneficial ownership limitation which prohibits conversion if such conversion would result in the holder (together with its affiliates) being the beneficial owner of in excess of 9.99% of the Company’s common stock or 692,220 shares of common stock. Shares of the Series J-1 Preferred Stock have the same voting rights a shares of the Company’s common stock, with the holders of the Series J-1 Preferred Stock entitled to vote on an as-converted-to-common stock basis, subject to the beneficial ownership limitation described above, together with the holders of the Company’s common stock on all matters presented to the Company’s stockholders. The Series J-1 Preferred Stock are not entitled to any dividends (unless specifically declared by the Board), but will participate on an as-converted-to-common-stock basis in any dividends to the holders of the Company’s common stock. In the event of the Company’s dissolution, liquidation or winding up, the holders of the Series J-1 Preferred Stock will be on parity with the holders of the Company’s common stock and will participate, on a on an as-converted-to-common stock basis, in any distribution to holders of the Company’s common stock.
B. | Series C Preferred Stock
The 96,230 shares of Series C preferred stock, par value $0.01 per share (the “Series C Preferred Stock”), are convertible into 7 shares of the Company’s common stock at the option of the holders at any time. The conversion ratio is based on the average closing bid price of the common stock for the fifteen consecutive trading days ending on the date immediately preceding the date notice of conversion is given, but cannot be less than $3.40 or more than $4.9113 common shares for each share of Series C Preferred Stock. The conversion ratio may be adjusted under certain circumstances such as stock splits or stock dividends. The Company has the right to automatically convert the Series C Preferred Stock into common stock if the Company lists its shares of common stock on the Nasdaq National Market and the average closing bid price of the Company’s common stock on the Nasdaq National Market for 15 consecutive trading days exceeds $3,000.00. Each share of Series C Preferred Stock is entitled to the number of votes equal to 0.26 divided by the average closing bid price of the Company’s common stock during the fifteen consecutive trading days immediately prior to the date such shares of Series C Preferred Stock were purchased. In the event of liquidation, the holders of the Series C Preferred Stock shall participate on an equal basis with the holders of the common stock (as if the Series C Preferred Stock had converted into common stock) in any distribution of any of the assets or surplus funds of the Company. The holders of Series C Preferred Stock are entitled to noncumulative dividends if and when declared by the Company’s board of directors (the “Board”). No dividends to holders of the Series C Preferred Stock were issued or unpaid through December 31, 2020 and 2019. Stock Options Stock option transactions for the years ended December 31, 2020 and 2019:
|  | Number of Options |  |  | Weighted Average Exercise Price |
Outstanding, December 31, 2018 |  |  | 66 |  |  | $ | 22,440 |
Granted |  |  | - |  |  |  | - |
Exercised |  |  | - |  |  |  | - |
Expired |  |  | (63 | ) |  |  | 17,340 |
Outstanding, December 31, 2019 |  |  | 3 |  |  | $ | 22,440 |
Granted |  |  | - |  |  |  | - |
Exercised |  |  | - |  |  |  | - |
Expired |  |  | (3 | ) |  |  | - |
Outstanding, December 31, 2020 |  |  | - |  |  |  | - |
Exercisable, December 31, 2020 |  |  | - |  |  |  | - |
Stock Warrants Stock warrant transactions for the years ended December 31, 2020 and 2019:
|  | Number of Warrants |  |  | Weighted Average Exercise Price |
Outstanding at December 31, 2018: |  |  | 106,650 |  |  | $ | 3.40 |
Granted |  |  | - |  |  |  | - |
Forfeited/canceled |  |  | - |  |  |  | - |
Exercised |  |  | - |  |  |  | - |
Outstanding at December 31, 2019: |  |  | 106,650 |  |  | $ | 3.40 |
Granted |  |  | 382,353 |  |  |  | 3.40 |
Forfeited/canceled |  |  | (28,256 | ) |  |  | 3.40 |
Exercised |  |  | (239,706 | ) |  |  | - |
Outstanding at December 31, 2020 |  |  | 221,041 |  |  | $ | 3.40 |
Exercisable at December 31, 2020 |  |  | 221,041 |  |  | $ | 3.40 |
As of December 31. 2020, the intrinsic value of these warrants amounted to $842,000. The following were transactions during the year ended December 31, 2020: On July 28, 2020, the Company issued a warrant to purchase up to an aggregate of 58,824 shares of common stock at an exercise price of $3.40 per share, subject to adjustment in certain circumstances with a fair value of $153,000 (see Note 6). The warrant expires on July 28, 2025. The warrant was issued as compensation for certain services provided to the Company. In July 2020, pursuant to the Settlement Agreement, the Company issued pre-funded warrants to purchase up to an aggregate of 323,529 shares of common stock (the “Settlement Warrants”) at an exercise price of $3.40 per share, subject to adjustment in certain circumstances and will expire on June 19, 2025 (see Note 4). There was no warrant transactions during the year ended December 31, 2019.

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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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